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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  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

Unisys Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
  No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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About Unisys

 

Challenging the status
quo, every day.

 

Unisys is a global technology solutions company dedicated to driving breakthroughs for our clients.

 

We push the boundaries of what’s possible, powering the performance and profitability of organizations around the world.

 

Digital workplace solutions that bolster employee experience and empower workforces. Cloud, applications and infrastructure solutions that modernize apps while boosting security. Enterprise computing solutions that embrace innovation. And business process solutions that optimize processes to fuel productivity. Across our solutions, clients view us as a trusted partner to help lead their organizations into the future.

 

 


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2023 Proxy Statement 1

Letter to Stockholders

 

March 24, 2023

Dear Fellow Stockholder:

It is my pleasure to invite you to the Unisys 2023 Annual Meeting of Stockholders. This year’s meeting will be held on Friday, May 5, 2023, and will begin at 8:00 a.m., Eastern time. To allow all of our stockholders, regardless of their physical location, to participate more easily in the meeting, the annual meeting once again will be held entirely online. You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/UIS2023, where you will be able to listen to the meeting live, submit questions, and vote.

2022 was a year of macroeconomic and geopolitical uncertainty that posed unexpected challenges to our company and to our market. We held our revenue flat on a constant currency basis and made progress on many strategic fronts, building a foundation for the future. We grew our higher growth and margin Next-Gen Solutions. We reinvigorated our sales organization with a new leadership structure and the expansion of our Unisys alliance partners network. Finally, we successfully completed our most significant brand transformation since 1986 with the launch of the new Unisys brand. With a focus on progress, our new brand embodies our entrepreneurial spirit and the aspirations we know Unisys can achieve for our company, our clients, and for you, our stockholders.

We are continuing our practice of making proxy materials available to our stockholders online. We believe that doing so allows us to provide you with the information you need, while reducing our printing and mailing costs and helping to conserve natural resources. Stockholders who continue to receive paper copies of proxy materials may help us to reduce costs further by opting to receive future proxy materials by email. You may register for electronic delivery of future proxy materials by following the instructions on either the enclosed proxy/voting instruction card or the Notice of Internet Availability of Proxy Materials that you received in the mail.

Your vote is important. Whether or not you plan to attend the annual meeting, I urge you to take a moment to vote on the items in this year’s proxy statement. Voting takes only a few minutes, and it will ensure that your shares are represented at the meeting.

Peter A. Altabef

Chair and Chief
Executive Officer


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2  

Notice of Annual Meeting of Stockholders

Date and Time

May 5, 2023 (Friday)
8:00 AM (Eastern Time)

 

Virtual Meeting

You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/UIS2023

Who Can Vote

Record holders of Unisys common stock at the close of business on March 6, 2023

Unisys Corporation will hold its 2023 Annual Meeting of Stockholders to:

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

 

Stockholders will also transact any other business properly brought before the meeting.

To allow all of our stockholders, regardless of their physical location, to participate more easily in the meeting, the annual meeting once again will be held entirely online. If you plan to attend the annual meeting online, you will need the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompany your proxy materials. You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/UIS2023, where you will be able to listen to the meeting live, submit questions, and vote. Only record holders of Unisys common stock at the close of business on March 6, 2023, will be entitled to vote at the annual meeting.

By Order of the Board of Directors,

Claudius Sokenu

Senior Vice President, General Counsel,
Corporate Secretary and Chief Administrative Officer
Blue Bell, Pennsylvania
March 24, 2023

How to Vote

   

Internet

www.proxyvote.com

 

     

Telephone

1-800-690-6903

 

     

Mail

Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope

 

       
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
       

 


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2023 Proxy Statement 3

Table of Contents

       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

Forward-Looking Statements

These proxy materials contain information that may constitute “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects” and similar expressions may identify such forward-looking statements. All forward-looking statements rely on assumptions and are subject to risks, uncertainties and other factors that could cause the Company’s actual results to differ materially from expectations. Factors that could affect future results include, but are not limited to, those discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Any forward-looking statement speaks only as of the date on which that statement is made. The Company assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made.


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4

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

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

Board Information

Director Nominees

The following provides summary information about each director nominee.

      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    

 


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2023 Proxy Statement 5

Board Snapshot

The following charts highlight the balance in age and the diversity in tenure, gender and ethnicity of our director nominees. Also highlighted are the variety of background and experience of the director nominees.

Independence Diversity
   
Tenure Age

Qualifications and Experience

 

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      

 


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6     |    Proxy Summary

Corporate Governance Highlights

Board Independence
and Composition
                Board Performance             Shareholder Rights    
             

   Highly diverse board

 

   Effective lead independent director

 

   91% of directors standing for reelection are independent

 

   Regular board refreshment and a mix of tenure

 

   

   Regular shareholder engagement

 

   Committed to social responsibility and sustainability

 

   Annual board and committee self-evaluations

 

   Strong alignment between company performance and executive compensation

 

   

   Annual election of all directors

 

   No stockholder rights plan

 

   Supermajority voting provisions to protect certain stockholder rights

 

   No super voting or low voting stock

 

   Majority voting for directors in uncontested elections

 


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

Our Principles-Based Philosophy

Our executive compensation program is designed to align executives with shareholders and drive long-term profitable and sustainable growth, as well as to maintain leadership stability and incentivize successful execution of our strategy and operating plan. We believe this objective is achieved based on the following criteria:

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

 


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2023 Proxy Statement 7

Executive Compensation Overview

The Unisys executive compensation program includes base salary, short-term incentives and long-term incentives, each of which is described below for our CEO and our Named Executive Officers (“NEOs”) each of whose compensation is discussed in more detail in “Compensation Discussion and Analysis.”

 

    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

 

Compensation Mix

The charts below show the total target compensation mix of our CEO and our other NEOs. These charts illustrate that a significant majority of our NEOs’ total target compensation is “at risk” (87% for our CEO and an average of 72% for our other NEOs).

 

  CEO   Other NEOs  
         
     
         
     

 


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8     |    Proxy Summary

2022 Compensation Highlights

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.

 

Compensation Best Practices

The Compensation and Human Resources Committee continually evaluates the Company’s compensation and human capital management (“HCM”) policies and practices to ensure they are consistent with exceptional governance principles. Below are highlights of our governance practices:

  What We Do         What We Don’t 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

  Require one-year minimum vesting for all LTI awards

  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

   

  Excise tax gross-ups on a change in control

  Excessive severance in a change in control or termination

  Excessive perquisites

  Hedging transactions, speculation, short sales, margin accounts or pledging 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

 


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2023 Proxy Statement 9

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

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
                           

The Unisys Corporation 2023 Long-Term Incentive and Equity Compensation Plan (the “2023 Equity Plan”) is intended to reinforce the alignment between employees’ and non-employee directors’ interests and stockholders’ interests, and purposefully excludes features that could misalign those interests. Accordingly, the 2023 Equity Plan:

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

 


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10
         
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 FORall nominees.
       

Board Overview

Board Snapshot

The following charts highlight the balance in age and the diversity in tenure, gender and ethnicity of our director nominees. Also highlighted are the variety of background and experience of the director nominees. The Board believes that this balance and mix of diversity, background and experience will help bring broad and valuable perspectives to the Board that will lead to a well-functioning board of directors.

Independence Diversity
Tenure Age

 


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2023 Proxy Statement 11
   
   
 

2018

+ Regina Paolillo

 

2019

+Matthew J. Desch

+ Lisa A. Hook

  2020  

2021

+ Troy K. Richardson

+ Roxanne Taylor

 

2022

+ John A. Kritzmacher

  2023 Director
additions
                                                 
                                                 
Director
exits

2018

-  Alison Davis

-  Paul E.
Weaver

  2019   2020  

2021

-  Lisa A. Hook

 

2022

-  Jared L.
Cohon

 

2023

-  Denise K. Fletcher

 

Mr. Weaver and Mr. Cohon retired, and Ms. Fletcher will be retiring, from the Board in compliance with the Company’s mandatory retirement age for directors as set forth in the Company’s Bylaws.

Background & Experience

        Altabef     Davis     Desch     Germond     James     Kritzmacher     Martin     Paolillo     Richardson     Roberts     Taylor
Senior Leadership
Experience serving in a senior leadership role of
a complex organization
                     
Public Company Board
Experience as a board member of another publicly-traded company
                       
CEO
Experience serving as a Chief Executive Officer of a publicly-traded company
                                 
Financial Expertise
Experience or expertise in finance, accounting, financial management or financial reporting
                                   
Technology
Experience or expertise in the information technology industry
                     
Industry Sectors
Knowledge of or experience in one or more of the Company’s primary target markets
                         
International
Experience with global business operations or with doing business internationally
                           

 


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12     |    Election of Directors

Board Diversity

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:   -

 


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2023 Proxy Statement 13

Information Regarding Nominees

The names and ages of the nominees, their principal occupations and employment during the past five years, and other information regarding them follows below.

Director since: 2015

63 years old

Unisys Chair and CEO

Other Current Directorships:

●  NiSource Inc.

●  Petrus Trust Company, LTA

Prior Directorships:

●  Perot Systems Corporation

●  Belo Corporation

Peter A. Altabef

Chief Executive Officer

Professional Experience

●  

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

●  

President of the Company 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 was acquired by Dell, Inc.

●  

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 has 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

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, Mr. Altabef has the leadership skills and experience to serve as a director and as the Chair and Chief Executive Officer of the Company.

 


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14     |    Election of Directors
   

Director since: 2011

69 years old

Lead Independent Director

Other Current Directorships:

●  RLJ Lodging Trust

Prior Directorships:

●  Stride, Inc.

●  XM Satellite Radio

●  XO Communications

●  Charter Communications, Inc.

●  EarthLink, Inc.

Nathaniel A. Davis

Former Chairman of the Board and Chief Executive Officer, Stride, Inc.

Professional Experience

●  

Former Chairman of the Board and Chief Executive Officer of Stride, Inc. (formerly K12 Inc.), a provider of tech-enabled education solutions, curriculum and programs directly to students, schools, the military, and enterprises in primary, second, and post-secondary settings

●  

Served as Stride’s Chief Executive Officer from 2018 to 2021, a position he previously held from 2014 to 2016

●  

Served as a member of the Board of Directors of Stride from 2009 to 2022, and as its Chairman of the Board from 2012 to 2022 and Executive Chairman from 2013 to 2022

●  

Managing Director of the RANND Advisory Group, a business consulting group that advises software, technology, media and venture capital firms, before assuming the role of Executive Chairman of Stride in 2013

●  

President and Chief Executive Officer of XM Satellite Radio, a provider of direct satellite radio broadcasts in the U.S., from 2007 to 2008, and President and Chief Operating Officer from 2006 to 2007

●  

Served as a member of the XM Satellite Radio Board of Directors from 1999 until 2008

●  

President and Chief Operating Officer and a member of the Board of Directors of XO Communications (formerly Nextlink Communications) from 2000 to 2003

●  

Held senior management roles at Nextel Communications and MCI Communications

●  

Began his career at AT&T

Attributes, Skills and Qualifications:

Mr. Davis brings managerial and operational expertise to our Board. This expertise, as well as his extensive experience in the communications industry, brings a valuable perspective to our Board as Unisys continues its work to strengthen its competitive and financial profile in a changing IT industry.

 


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2023 Proxy Statement 15
   

Director since: 2019

65 years old

Independent

Committees:

●  Compensation and Human Resources

Other Current Directorships:

●  Iridium Communications, Inc.

Matthew J. Desch

Chief Executive Officer, Iridium Communications Inc.

Professional Experience

●  

Chief Executive Officer and a director of Iridium Communications Inc., a global mobile, voice and data satellite communications company, since 2009

●  

Chief Executive Officer of Iridium’s predecessor, Iridium Holdings LLC, beginning in 2006

●  

Chief Executive Officer of Telcordia Technologies, Inc., a telecommunications software services provider that is now part of Ericsson, prior to joining Iridium

●  

Spent 13 years at Nortel Networks Corporation, including as president of the company’s global wireless networks business, and as President of Global Carriers

●  

Serves on the President’s National Security Telecommunications Advisory Committee

Attributes, Skills and Qualifications:

Mr. Desch’s deep understanding of critical infrastructure from his 35 years in the telecommunications industry brings Unisys a unique and valuable perspective regarding the security challenges faced around the globe. In addition, Mr. Desch is able to draw upon his extensive expertise in finance, M&A and human capital management, together with over twenty years of experience as a chief executive officer, to provide important strategic and operational advice as the Company faces the challenges of the highly competitive IT services marketplace.

 

Director since: 2016

66 years old

Independent

Committees:

●  Nominating and Corporate Governance (Chair)

Other Current Directorships:

●  Comet

Prior Directorships:

●  Atos Origin

●  SFR

●  Essilor

●  Alcatel

Philippe Germond

Partner, Barber Hauler Capital Advisers

Professional Experience

●  

Partner at Barber Hauler Capital Advisers since 2019 after having joined the firm as a Senior Advisor in 2017

●  

Chairman of the Management Board (the equivalent of Chief Executive Officer) of Europcar Groupe S.A., a publicly traded European car rental operator with a presence in more than 140 countries and the leading operator in Europe, from 2014 to 2016

●  

Chairman and Chief Executive Officer of Paris Mutuel Urbain from 2009 to 2014

●  

Chairman and Chief Executive Officer of Atos Origin from 2007 to 2008, and a member of the Management Board of Atos Worldline from 2006 to 2008

●  

President and Chief Operating Officer of Alcatel from 2003 to 2005

●  

Chairman and Chief Executive Officer of SFR (Societe Francaise du Radiotelephone — Cegetel) from 1995 to 2002

●  

Began his career at Hewlett-Packard, where he served for 15 years in various marketing and sales roles of increasing responsibility, ultimately serving in Europe as the Managing Director of the Microcomputer Group and a member of the Management Board

●  

Served as the Chairman of the Supervisory Board of Qosmos, a French software company, until its acquisition in 2016

Attributes, Skills and Qualifications:

As a successful leader in sales, operations and governance, Mr. Germond brings broad executive experience in a number of industries. His experience implementing transformation projects and making companies more digital and customer-oriented is helpful to Unisys as we continue our transformation and bring enhanced value to our clients. In addition, Mr. Germond’s vast global experience is particularly useful for Unisys, a company with more than half of its revenue from international operations and over 25% of its revenue from Europe. Mr. Germond’s extensive strategy and mergers and acquisitions expertise is also beneficial to Unisys as the Company implements its strategic imperatives.

 


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16     |    Election of Directors
   

Director since: 2017

64 years old

Independent

Committees:

●  Compensation and Human Resources

●  Nominating and Corporate Governance

Other Current Directorships:

●  Textron Inc

●  Aerojet Rocketdyne Holdings, Inc.

Deborah Lee James

Former U.S. Secretary of the Air Force

Professional Experience

●  

U.S. Secretary of the Air Force from 2013 to 2017 where she was responsible for the affairs of the Department of the Air Force

●  

Held a variety of increasingly senior positions at Science Applications International Corporation (“SAIC”) from 2002 to 2013 including President of SAIC’s Technical and Engineering Sector

●  

Executive Vice President and Chief Operating Officer at Business Executives for National Security from 2000 to 2001

●  

Vice President of International Operations and Marketing at United Technologies from 1998 to 2000

●  

Served as the Assistant Secretary of Defense for Reserve Affairs, Assistant to the Secretary for Legislative Affairs and as a professional staff member on the House Armed Services Committee

Attributes, Skills and Qualifications:

Ms. James brings more than 30 years of senior homeland and national security experience in the federal government and the private sector to Unisys. Her experience leading the U.S. Air Force gives her a valuable perspective regarding cyber, logistics and border security. In addition, Ms. James’ experience in the private sector with the transformative nature of digital products and solutions is an important asset to the Board as Unisys launches its next generation of offerings.

 

Director since: 2022

62 years old

Independent

Committees:

●  Audit and Finance

●  Security and Risk

Other Current Directorships:

●  InterDigital, Inc

●  QualTek Services Inc.

John A. Kritzmacher

Former Executive Vice President and Chief Financial Officer, John Wiley & Sons, Inc.

Professional Experience

●  

Executive Vice President and Chief Financial Officer of John Wiley & Sons, Inc., a global leader in research and education, from 2013 until 2021

●  

Senior Vice President, Business Operations and Organizational Planning, at WebMD Health Corp., a leading provider of health information services from 2012 to 2013

●  

Executive Vice President and Chief Financial Officer of Global Crossing Limited, a global provider of IP-based telecommunications solutions, from 2008 to 2011

●  

Held a number of roles of increasing responsibility at Alcatel-Lucent and its predecessor companies, Lucent, Technologies Inc., AT&T and Bell Laboratories, from 1982 to 2008, culminating in serving as Chief Financial Officer at Lucent in 2006 and as Chief Operating Officer of the Services Business Group at Alcatel-Lucent from 2007 to 2008

Attributes, Skills and Qualifications:

Mr. Kritzmacher’s distinguished career serving as a financial and operational leader for more than 40 years at several leading global technology and telecommunications companies has equipped him to provide the Board with valuable perspectives important to the Company’s strategic imperatives. In addition, Mr. Kritzmacher’s understanding of the financial and operational aspects of doing business globally will greatly benefit Unisys, which receives more than half of its revenue from international operations.

 


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2023 Proxy Statement 17
   

Director since: 2017

65 years old

Independent

Committees:

●  Audit and Finance

●  Security and Risk (Chair)

Other Current Directorships:

●  Owens Corning

●  STERIS plc

Prior Directorships:

●  Ping Identity

Paul E. Martin

Former Senior Vice President and Chief Information Officer, Baxter International, Inc.

Professional Experience

●  

Senior Vice President and Chief Information Officer of Baxter International, Inc. from 2011 to 2020

●  

Global Chief Information Officer at Rexam Plc from 2004 to 2011, and as Division CIO from 1999 to 2004

●  

Held management roles at CIT Group Capital Financing, Burlington Northern Santa Fe Corporation, and Frito-Lay, Inc.

Attributes, Skills and Qualifications:

With extensive executive management experience across the IT industry, Mr. Martin understands the IT challenges that our clients face. In addition, the Board will greatly benefit from Mr. Martin’s international experience and his deep life sciences and healthcare expertise, a core industry area of focus for the Company.


Director since: 2018

64 years old

Independent

Committees:

●  Audit and Finance

●  Security and Risk

Other Current Directorships:

●  Alight, Inc.

Prior Directorships:

●  Welltok, Inc.

Regina Paolillo

Former Global Chief Operating Officer, TTEC Holdings, Inc.

Professional Experience

●  

President and Global Chief Operating Officer of TTEC Holdings, Inc. (formerly TeleTech Holdings, Inc.), a global customer experience company that designs, builds and operates omnichannel customer experiences on behalf of leading brands across the world, from 2021 to 2022 after previously having served as Executive Vice President, Chief Financial & Administrative Officer of TTEC since 2011

●  

Chief Financial Officer and Executive Vice President for Enterprise Services at TriZetto Group, Inc. between 2009 and 2011

●  

Supported the investment teams and portfolio companies at General Atlantic from 2007 to 2008 in the areas of financial, operations and human capital

●  

Executive Vice President of the Revenue Cycle and Mortgage Services Division at Genpact, following its acquisition of Creditek

●  

Chief Financial Officer and Chief Operating Officer of Creditek before becoming the Chief Executive Officer from 2003 to 2005

●  

Held finance, operations and executive leadership positions at Gartner, Inc., Productivity, Inc., Citibank and Bristol-Myers Squibb

●  

Began her career as an auditor at Price Waterhouse

Attributes, Skills and Qualifications:

As a certified public accountant and experienced financial and operational leader with a variety of technology and services companies, Ms. Paolillo brings a broad understanding of the strategic and operational priorities of technology and services organizations, coupled with deep knowledge of financial and accounting matters and financial reporting as well as experience in investments and acquisitions.

 


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18     |    Election of Directors
   

Director since: 2021

60 years old

Independent

Committees:

●  Audit and Finance

●  Security and Risk

Troy K. Richardson

Former President of the Digital Thread group, PTC Inc.

Professional Experience

●  

President of the Digital Thread group of PTC Inc., a global software and services company, from 2021 to 2022 after having served as Executive Vice President and Chief Operating Officer from 2020 to 2021

●  

Held several senior management positions at DXC Technology Company and its predecessor, Computer Sciences Corporation, from 2015 to 2020, including roles as Senior Vice President and Head, Global Sales, and Senior Vice President and General Manager, Enterprise and Cloud Applications

●  

Senior Vice President, Global Alliance Sales, at Oracle Corporation from 2014 to 2015

●  

Senior Vice President, Global Cloud Sales, Ecosystem and Channels, at SAP SE from 2012 to 2014.

●  

Held management positions at Hewlett-Packard Company, Xiocom Wireless, Inc., Novell, Inc., NCR Corporation and IBM

Attributes, Skills and Qualifications:

Mr. Richardson’s expertise in global sales, commercial marketing and client service and his success in the IT industry enables him to provide the Board with insight into the constantly changing trends facing the Company. His experience as a go-to-market leader will provide the Board with additional perspective as the Company implements its strategy of enhancing and expanding its solution portfolio, particularly in Digital Workplace Solutions and Cloud, Applications & Infrastructure Solutions.


Director since: 2011

70 years old

Independent

Committees:

●  Compensation and Human Resources (Chair)

●  Nominating and Corporate Governance

Prior Directorships:

●  FileNET Corporation

●  Inovalon, Inc.

●  QAD Inc.

Lee D. Roberts

Chief Executive Officer and President, BlueWater Consulting, LLC

Professional Experience

●  

Chief Executive Officer and President of BlueWater Consulting, LLC.

●  

Served as General Manager and Vice President for Document, Content and Business Process Management at IBM Corporation

●  

Chairman and Chief Executive Officer at FileNET Corporation from 2000 until its acquisition by IBM in 2006

●  

President and Chief Executive Officer at FileNET from 1998 to 2000, and President and Chief Operating Officer from 1997 to 1998

●  

Spent twenty years at IBM, where he held numerous senior management, sales and marketing roles.

Attributes, Skills and Qualifications:

Mr. Roberts brings a deep understanding of the IT industry, technology trends and customer requirements to the Board. In addition, his extensive executive experience in our industry enables him to provide important strategic counsel to the Board.

 


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2023 Proxy Statement 19
   

Director since: 2021

66 years old

Independent

Committees:

●  Compensation and Human Resources

●  Nominating and Corporate Governance

Other Current Directorships:

●  Pure Storage, Inc.

●  Thoughtworks Holding, Inc.

Roxanne Taylor

Former Senior Vice President and Chief Marketing and Communications Officer, Memorial Sloan-Kettering Cancer Center

Professional Experience

●  

Senior Vice President and Chief Marketing and Communications Officer at Memorial Sloan-Kettering Cancer Center, a cancer treatment and research institution, from 2020 to 2022

●  

Held several positions at Accenture plc (formerly Andersen Consulting) from 1995 to 2018, including Chief Marketing and Communications Officer from 2007 to 2018

●  

Held business, investor relations and marketing roles for Reuters, Citicorp and Credit Suisse

Attributes, Skills and Qualifications:

Ms. Taylor brings a deep expertise in global marketing and branding, with a proven track record of driving innovation by developing successful digital platforms while at Accenture. The Board will benefit from this experience as the Company continues to implement its strategy of using its Next-Gen Solutions to enhance its go-to-market approach focused on solving business problems for clients. While at Accenture, Ms. Taylor was part of the team that prepared the company’s earnings announcements and SEC filings. She also served as a key member of Accenture’s disclosure committee and has extensive experience in corporate communications, including issues management and crises communications.

Director Independence

A majority of the Board of Directors is required to qualify as independent under the listing standards of the New York Stock Exchange (the “NYSE”). Members of the Audit and Finance, Compensation and Human Resources, and Nominating and Corporate Governance Committees must also meet the NYSE independence criteria, as well as any applicable independence criteria prescribed by the U.S. Securities and Exchange Commission (the “SEC”).

The Nominating and Corporate Governance Committee reviews annually with the Board the independence of outside directors. Following this review, only those directors who meet the independence qualifications prescribed by the NYSE and who the Board affirmatively determines have no material relationship with the Company will be considered independent. The Board has determined that the following commercial or charitable relationships will not be considered to be material relationships that would impair independence: (a) if a director is an executive officer or partner of, or owns more than a ten percent equity interest in, a company that does business with Unisys, and sales to or purchases from Unisys are less than one percent of the annual revenues of that company and (b) if a director is an officer, director or trustee of a charitable organization, and Unisys contributions to that organization are less than one percent of its annual charitable receipts.

All of the Company’s directors and nominees for director other than Mr. Altabef meet the independence requirements prescribed by the NYSE and, in the case of members of the Audit and Finance Committee, also meet the audit committee independence requirements prescribed by the SEC. In assessing whether a director or nominee has a material relationship with Unisys (either directly or as a partner, stockholder or officer of an organization that has a relationship with Unisys), the Board uses the criteria outlined in the paragraph above. In 2022, the Board determined that none of its non-employee directors has a material relationship with Unisys.


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20     |    Election of Directors

Director Nomination Process

As part of the nomination process, the Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of new Board members in the context of the current make-up of the Board and for identifying qualified candidates for Board membership. In so doing, the Nominating and Corporate Governance Committee considers, with input from the Board, those factors it deems appropriate, such as independence, experience, expertise, strength of character, mature judgment, leadership ability, technical skills, diversity, age and the extent to which the individual would fill a present need on the Board. The aim is to assemble a Board that is strong in its collective knowledge and that consists of individuals who bring a variety of complementary attributes and who, taken together, have the appropriate skills and experience to oversee the Company’s business.

As set forth above, the Nominating and Corporate Governance Committee considers diversity as one of a number of factors in identifying nominees for director. The committee views diversity broadly to include diversity of experience, skills and viewpoint as well as traditional diversity concepts such as race and gender.

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 candidates for director.

●   The committee will also consider 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 Chief Executive Officer 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 reelection.  

Recommendations on director candidates must be in writing and addressed to the Chair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422.

Stockholder Nominations of Director Candidates

Any stockholder who intends to make a nomination for the Board of Directors at the annual meeting must deliver to the Company not less than 90 days prior to the date of the annual meeting (a) a notice setting forth (i) the name, age, business and residence addresses of each nominee, (ii) the principal occupation or employment of each nominee, (iii) the number of shares of Unisys capital stock beneficially owned by each nominee, (iv) a statement that the nominee is willing to be nominated and (v) any other information concerning each nominee that would be required by the SEC in a proxy statement soliciting proxies for the election of the nominee and (b) the directors’ questionnaire, representation and agreement required by Article I, Section 8 of the Company’s Bylaws.

In addition to satisfying the requirements under the Company’s Bylaws, if a stockholder intends to comply with the SEC’s universal proxy rules and to solicit proxies in support of director nominees other than the Company’s nominees, the stockholder must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at the address stated above for recommendations on director candidates no later than 60 calendar days prior to the one-year anniversary date of the Annual Meeting (for the 2024 annual meeting of stockholders, no later than March 6, 2024). If the date of the 2024 annual meeting of stockholders is changed by more than 30 calendar days from such anniversary date, however, then the stockholder must provide notice by the later of 60 calendar days prior to the date of the 2024 annual meeting of stockholders and the 10th calendar day following the date on which public announcement of the date of the 2024 annual meeting of stockholders is first made by the Company.


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2023 Proxy Statement 21

Corporate Governance

Corporate Governance Principles

Our Board of Directors highly values strong corporate governance principles and firmly believes that such principles create long-term value for our stockholders. Tenets of the strong corporate governance practices adopted by the Company include:

Board Independence
and Composition
    Board Performance     Shareholder Rights  
         

●  Highly diverse board

●  Effective lead independent director

●  91% of directors standing for reelection are independent

●  Regular board refreshment and a mix of tenure

 

●  Regular shareholder engagement

●  Committed to social responsibility and sustainability

●  Annual board and committee self-evaluations

●  Strong alignment between company performance and executive compensation

 

●  Annual election of all directors

●  No stockholder rights plan

●  Supermajority voting provisions to protect certain stockholder rights

●  No super voting or low voting stock

●  Majority voting for directors in uncontested elections

Board and Committee Structure

Board Leadership Structure

The Board believes that it should have the flexibility to make the selection of Chair of the Board and Chief Executive Officer in the way that it believes best to provide appropriate leadership for the Company at any given point in time. Therefore, the Board does not have a policy on whether the same person should serve as both the CEO and Chair of the Board or, if the roles are separate, whether the Chair should be selected from the non-employee directors or should be an employee. Our corporate governance guidelines require the Board to elect a lead director from its independent directors whenever the Chair is an employee of the Company.

Each year, the Nominating and Corporate Governance Committee makes a recommendation regarding who should serve as Chair of the Board and, if the recommended Chair is not independent, who should serve as lead independent director. When making its recommendation regarding who should serve as Chair, the Nominating and Corporate Governance Committee assesses the skill set and qualifications that it believes are important for the Chair to possess and discusses who would most effectively lead the Board. The Board considers this recommendation when electing a Chair and, if necessary, a lead independent director. As a result of this process, the Board has determined that combining the positions of Chair and CEO and electing Mr. Altabef to serve as the Chair and Mr. Davis to serve as lead independent director best positions the Board and management to implement our strategy and deliver value to our stockholders. The Board believes that adopting this leadership structure provides independent board leadership and oversight while benefiting the Company by having Mr. Altabef, who has demonstrated the strong leadership and vision necessary to drive our strategies and achieve our objectives, also serve as Chair.


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22     |    Corporate Governance

Board Committees

The Board of Directors has four standing committees: (1) Audit and Finance, (2) Compensation and Human Resources, (3)  Nominating and Corporate Governance, and (4) Security and Risk. The specific functions and responsibilities of each committee are set forth in its charter, which is available on the Company’s website at www.unisys.com/governance and is also available in print to any stockholder who requests it.

The current composition of each standing committee is set forth below:

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            

   Chair           Member                 

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.

     
         

 


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2023 Proxy Statement 23

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.

       

 


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24     |    Corporate Governance

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  
 

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.

       

 


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2023 Proxy Statement 25

Director Engagement

Board Meetings and Attendance; Executive Sessions

The Board of Directors held five meetings in 2022. During 2022, all directors attended at least 75% of the total number of meetings of the Board and standing committees on which they served (held during the period when the director served), other than Lee Roberts, who attended all of the meetings of the Board and standing committees on which he served other than four meetings held in February 2022, which he missed for medical reasons.

It is our policy that all directors should attend the annual meeting of stockholders. All of our current directors who were directors at the time of the 2022 annual meeting attended that meeting.

The non-employee directors meet in executive session at all regularly scheduled Board meetings. They may also meet in executive session at any time upon request. If the Chair of the Board is an employee of the Company, the lead independent director presides at executive sessions. If the Chair is not an employee, the Chair presides at executive sessions.

Annual Board and Committee Self-Evaluations

The Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. In addition, each committee conducts an annual self-evaluation of its performance and reports on its findings annually to the Board.

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’s Role in Corporate Oversight

Strategic Oversight

In its oversight role, the Board of Directors annually reviews our strategic and operating plans. Each year, the Board meets with our leadership team during a meeting dedicated to discussing our strategy for the coming year in light of our longer-term strategic goals. During these sessions, the leaders of our businesses provide the Board with their view of the key risks and opportunities facing each business unit and the Board provides guidance and advice to the leadership team regarding the formulation and implementation of our strategic goals. Once the business strategy has been determined, it is the responsibility of our leadership team to execute the strategy in alignment with our operating plan. The Board monitors the leadership team’s performance against our strategic goals by receiving regular updates from the leadership team, actively engaging in dialogue with our senior leaders, and reviewing our performance against our operating plan.


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26     |    Corporate Governance

Risk Oversight

The Board of Directors annually reviews the risks and opportunities facing the Company.

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    
      
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.  
     

 


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2023 Proxy Statement 27

ESG and HCM Oversight

At Unisys, we understand our responsibility to the world around us as well as to our people. We demonstrate the importance of this responsibility by ensuring that our Board, either directly or through its committees, has oversight of ESG and HCM matters. Under its charter, the Nominating and Corporate Governance Committee is responsible for reviewing our report regarding ESG and CSR matters. Among its other responsibilities, the Compensation and Human Resources Committee periodically reviews our human capital and people strategy for achieving our long-term performance and growth objectives, including our employee diversity and inclusion policies, programs, initiatives and other recruitment, retention, development and internal communications programs.

Communications with our Directors

Stockholders and other interested parties may send communications to the Board of Directors or to the non-employee directors as a group by writing to them c/o Corporate Secretary, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422. All communications directed to Board members will be delivered to them.

Other Governance Policies and Procedures

Corporate Governance Guidelines

The Board of Directors has adopted Guidelines on Significant Corporate Governance Issues. The full text of these guidelines is available on the Company’s website at www.unisys.com/governance and is also available in print to any stockholder who requests it.

Code of Ethics and Business Conduct

The Unisys Code of Ethics and Business Conduct applies to all employees, officers (including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer or controller) and directors. The code is posted on the Company’s website at www.unisys.com/ethics and is also available in print to any stockholder who requests it. The Company intends to post amendments to or waivers from the code (to the extent applicable to the Company’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer or controller) at this location on its website.

Related Party Transactions

The Company is required to disclose any transactions since the beginning of 2022 (or any currently proposed transaction) in which the Company was a participant, the amount involved exceeds $120,000 and a director or executive officer, any immediate family member of a director or executive officer or any person or group beneficially owning more than 5% of the Company’s common stock had a direct or indirect material interest. We do not have any such transactions to report.

Currently we have not adopted a policy specifically directed at the review, approval or ratification of related party transactions required to be disclosed. However, under the Unisys Code of Ethics and Business Conduct, all employees, officers and directors are required to avoid conflicts of interest. Employees (including officers) must review with, and obtain the approval of, their immediate supervisor and the Company’s Chief Compliance Officer or their delegate, any situation (without regard to dollar amount) that may involve a conflict of interest. Directors should raise possible conflicts of interest with the Chief Executive Officer or the general counsel. The code of ethics defines a conflict of interest as any relationship, arrangement, investment or situation in which loyalties are divided between Unisys interests and personal interests and specifically notes involvement (either personally or through a family member) in a business that is a competitor, supplier or client of the Company as a particularly sensitive area that requires careful review.


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28     |    Corporate Governance

Compensation of Directors

Annual Retainers                  
Cash          $85,000 
Restricted Stock UnitsRestricted 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 

Under our Guidelines on Significant Corporate Governance Issues, our leadership team reports to the Compensation and Human Resources Committee annually on the status of Board compensation in relation to our peer group of companies. Changes in Board compensation, if any, originate with the Compensation and Human Resources Committee, but are approved by the full Board following discussion. Particular attention is paid to structuring Board compensation in a manner aligned with stockholder interests. In this regard, a meaningful portion of a director’s compensation is provided in stock unit awards. It is expected that directors will not, except in rare circumstances approved by the Board, draw any consulting, legal or other fees from the Company. In no event shall any member of the Audit and Finance Committee receive any compensation from the Company other than directors’ fees.

At a meeting of the Board of Directors on February 4, 2022, the Board approved a grant to each non-employee director to be effective on February 25, 2022 for a number of restricted stock units that results by dividing $200,000 by the fair market value of a share of Unisys common stock on the effective date of the grant and rounding up to the nearest whole share. As a result, on February 25, 2022, each non-employee director as of that date received an annual grant of 9,187 restricted stock units having a value of $200,001 based on the fair market value of Unisys common stock on that date that vested immediately. Non-employee directors who first join the Board after the annual grant date receive pro-rated grants based on the date on which their service begins. Directors may defer receipt of these restricted stock units until termination of service, or until a specified date, under our deferred compensation plan for directors.

The annual retainers described above are paid in monthly installments in cash. Directors may defer until termination of service, or until a specified date, all or a portion of their cash fees under our deferred compensation plan for directors. Under this plan, any deferred cash amounts, and earnings or losses thereon (calculated by reference to investment options available under the Unisys Savings Plan and selected by the director), are recorded in a memorandum account maintained for each director. Formerly, directors may choose, on an annual basis, to receive their fees in the form of common stock equivalent units under the Unisys Corporation Director Stock Unit Plan. The value of each stock unit at any point in time is equal to the value of one share of Unisys common stock. Stock units are recorded in a memorandum account maintained for each director. A director’s stock unit account is payable in Unisys common stock, either upon termination of service or on a date specified by the director, at the director’s choice. Directors do not have the right to vote with respect to any stock units. This plan was terminated in 2004 and no shares (other than shares subject to outstanding awards previously received) are available for future issuance under this plan. The right to receive future payments of deferred cash accounts is an unsecured claim against the Company’s general assets. Directors who are employees of the Company do not receive any cash, stock units, stock options or restricted stock units for their services as directors. The following table provides a summary of the compensation of current non-employee directors during 2022 (Mr. Kritzmacher, who was elected to the Board on December 13, 2022, is not included in the following table as he did not receive any compensation during 2022):


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2023 Proxy Statement 29

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.

Stock Ownership Guidelines

Under our stock ownership guidelines, directors are expected to own Unisys stock or stock units having a value equal to five times their annual retainer within five years after the director’s date of election to the Board. As a result of the increase in the expected ownership level resulting from the increase in the annual retainer paid to directors in 2019, directors serving as of January 1, 2019 will have until January 1, 2024 to be compliant with the new expected ownership level. The number of shares owned by each director is set forth in the stock ownership table on page 71.

5x                 What Counts        What Does Not Count  
         
Cash component of annual retainer for directors  

●  Shares owned directly or beneficially in the director’s name

●  Stock units deferred under a Unisys deferred compensation plan

●  Shares owned by the director’s spouse

 

●  Unvested performance-based stock unit awards

●  Unvested stock options

●  Vested stock options that are not “in-the-money”

 


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30  

Proposal 2

Advisory Vote to Approve
Executive Compensation

 

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was added under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is asking stockholders to approve an advisory resolution on compensation of its named executive officers, as described below in this proxy statement in “Executive Compensation”, “Summary Compensation Table” and the related compensation tables and narrative.

As described in detail in “Compensation Discussion and Analysis” beginning on page 31, our executive compensation program is designed to attract, motivate and retain executives who lead our business, to reward them for achieving financial and strategic company goals and to align their interests with the interests of stockholders. We believe that the compensation of our named executive officers is reasonable, competitive and strongly focused on pay-for-performance principles, with a significant portion of target compensation at risk and performance-based. We emphasize compensation opportunities that appropriately reward executives for delivering financial results that meet or exceed pre-established goals, and executive compensation varies depending upon the achievement of those goals. Through stock ownership requirements and equity incentives, we also align the interests of our executive officers with those of stockholders and the long-term interests of the Company. We believe that the policies and procedures articulated in “Compensation Discussion and Analysis” are effective in achieving our goals and that the executive compensation reported in this proxy statement was appropriate and aligned with 2022 results. Please read “Compensation Discussion and Analysis” below, as well as the compensation tables and narrative that follow it, for additional details about our executive compensation programs and compensation of our named executive officers in 2022.

For the reasons set forth above, the Company is asking stockholders to approve the following advisory resolution at the annual meeting:

RESOLVED, that the stockholders of Unisys Corporation approve, on an advisory basis, the compensation of the Company’s named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 2023 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Company’s Board of Directors. However, the Board and the Compensation and Human Resources Committee will review and consider the vote when making future executive compensation decisions.

The Board of Directors recommends a vote “FOR” the advisory resolution approving the compensation of the Company’s named executive officers as described in this proxy statement.      

 


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2023 Proxy Statement 31

Compensation Discussion & Analysis

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

This section details the objectives and elements of the Unisys executive compensation program, describes the related processes of our Compensation and Human Resources Committee, and discusses the compensation earned by our Named Executive Officers (“NEOs”). For 2022, our NEOs were:

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.

 


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32     |    Advisory Vote to Approve Executive Compensation

Executive Summary

2022 Overview — Where We Are Today

Unisys is a global technology solutions company that powers breakthroughs for the world’s leading organizations. Our agile technology solutions drive transformation across digital workplace; cloud, applications and infrastructure; enterprise computing; and business process solutions. From our origins dating back to 1873 through the formation of Unisys in 1986, we have built a legacy of innovation and reputation of trust. Across industries, we partner with clients on the mission-critical systems that support their daily operations, solving many of their toughest technology challenges across complex and highly regulated environments.

In 2022, the Company held revenue flat during a year of geopolitical and macroeconomic uncertainty. We expanded our Next-Gen Solutions, including Modern Workplace, Digital Platforms and Applications (DP&A), Specialized Services and Next-Gen Compute (SS&C), and micro-market solutions. These are our higher growth and margin solutions aligned with areas of the market where we see strong client demand. We see an opportunity to generate sustainable growth and margin expansion as these Next-Gen Solutions become a larger mix of the business and focus of our global sales efforts.

In November 2022, we launched the most significant brand transformation for Unisys since 1986. We now have a new brand identity for a new era of our company. Our future-focused brand story centers on progress and positions Unisys as the catalyst pushing people and organizations to break through to their next big innovation. The accompanying new brand campaign aims to increase awareness and transform perceptions of Unisys and our advanced solutions with key target audiences: clients, prospects, industry analysts, third-party advisors, and recruits. We anticipate the differentiated, relevant new Unisys brand and campaign will drive deeper client engagement and tangible value for the business, notably across key sales metrics such as leads, pipeline, wins, and revenue growth over time.

Shareholder Outreach

Each year, we make comprehensive efforts to proactively engage our shareholders to obtain important feedback, including discussing how our executive compensation program supports our strategy. Senior executives and directors of the Company, including the Chair of the Compensation and Human Resources Committee and Lead Independent Director, have participated in these investor meetings.

We received significant support for our say-on-pay proposal at the Company’s 2021 and 2022 annual stockholders meetings with more than 97.7% of the shares voted in favor in 2021 and 97.6% in 2022. We remain engaged with shareholders and will continue to address shareholder feedback and considerations through changes to the executive compensation plans if the Compensation and Human Resources Committee believes that such changes are consistent with its pay philosophy and the Company’s overall business strategy.

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

 


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2023 Proxy Statement 33

2022 Financial Results

The table below illustrates a three-year lookback and progression of Unisys Revenue Growth and Non-GAAP Operating Profit Margin. Revenue declined 3.6%, while Operating Profit was 8.0%.

  Revenue Growth       Non-GAAP Operating
Profit Margin
 
     

How Did We Perform in 2022?

In 2022, we made measurable progress on our key operational and financial objectives and exited the year with strong momentum in our leading indicators. More specifically, we achieved double digit year over year growth in Annual Contract Value, Total Contract Value and Pipeline and expanded our Book-to-Bill ratio to 1.1x, up from 0.8x in 2021. We continued our progress in shifting our revenue to our higher value Next-Gen Solutions. We are excited for the future with a new brand identity and marketing campaign designed to build awareness for Unisys and its key solutions.

During 2022, our revenue declined 3.6% year over year on a reported basis, an increase of 0.1% in constant currency. Non-GAAP operating profit and adjusted EBITDA margins were 8% and 16.5% respectively. For a reconciliation of our GAAP measures to non-GAAP measures, please see the earnings release attached as Exhibit 99 to our Form 8-K filed on February 22, 2023.

  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%  

The global pension deficit improvement during 2022 was approximately $210 million. Based on calculations and actuarial assumptions as of December 31, 2022, which are likely to change in the future, we do not expect to make mandatory cash contributions to our U.S. qualified defined benefit pension plans until 2025. We had approximately $392 million in cash on the balance sheet as of December 31, 2022.


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34     |    Advisory Vote to Approve Executive Compensation

2022 Compensation Highlights

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.
                 

 


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2023 Proxy Statement 35

What Guides Our Program

Our Principles-Based Philosophy

Our executive compensation program is designed to align executives with shareholders and drive long-term profitable and sustainable growth, as well as to maintain leadership stability and incentivize successful execution of our strategy and operating plan. We believe this objective is achieved based on the following criteria:

Alignment with Long-Term Shareholders’ Interests       Our NEOs’ interests should be directly aligned with our shareholders’ interests through compensation programs which 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 should further support our continued focus on driving shareholder value creation.
Competitiveness   Total compensation should be competitive in order to attract qualified individuals, motivate performance and retain executives with the abilities and skills needed to foster long-term shareholder value creation.
Motivating Achievement of Financial Goals and Strategic Objectives   A significant portion of overall compensation should be 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   Although total compensation should be competitive at the target performance level, performance that exceeds target should be appropriately rewarded. We also believe there should be a downside risk of below-target payouts if we do not achieve our financial goals and strategic objectives.
Responding to Change   As our industry evolves and our opportunities for competitive business advantages change over time, we must likewise evolve to continue to create value. Our compensation programs should be tailored to our strategic priorities (which may require changing the performance measures in our incentive plans) and our current outlook (which may impact how we calibrate incentive plan payouts to various levels of performance).

 


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36     |    Advisory Vote to Approve Executive Compensation

Compensation Components Overview

The Unisys executive compensation program includes base salary, short-term incentives and long-term incentives, each of which is described below.

                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

Compensation Mix

The charts below show the total target compensation mix of our CEO and our other NEOs. These charts illustrate that a significant majority of our NEOs’ total target compensation is “at risk” (87% for our CEO and an average of 72% for our other NEOs).

CEO   Other NEOs

 


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2023 Proxy Statement 37

Mix of Performance Measures

The performance measures included in the 2022 EVC and LTI plans are summarized below. These measures are aligned with our strategy, tracked regularly and used to manage and measure financial performance across our business. They are commonly used among the companies in our peer group and reflect the investor preferences we have heard during our shareholder engagement efforts:

2022 Performance Measures

Metric       Details       % of STI       % of LTI*
Relative Total Shareholder Return (“rTSR”)   Unisys’ Relative TSR positioning among the constituent companies of the Russell 2000 Index over multiple performance periods.   N/A   33.3%
Non-GAAP Operating Profit**  

Non-GAAP Operating Profit excludes pre-tax post retirement expense and pre-tax charges in connection with cost-reduction activities, debt exchange/extinguishment and other expenses.

Non-GAAP Operating Profit is subject to adjustment by the CEO and 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.

  35%   33.3%
Revenue   This metric reflects Unisys’ total revenue results.   40%   N/A
Free Cash Flow   Reflects cash flows from operating activities net of capital expenditures that allow us to make strategic investments, pay debts, return capital to shareholders.   10%   N/A
DEI   Metric added in 2022 with weightings of 7.5% gender diversity and 7.5% UREG   15%   N/A

* Remaining 33.3% of LTI is delivered in Time-Based RSUs which are directly linked to share price.
** Non-GAAP Operating profit was added back to the LTI mix at 33.3% weighting in 2022.

How Performance Targets are Established

The figure below depicts the process and factors that we use to set the performance targets for our short- and long-term incentive plans. We use our long-term planning process to estimate multi-year performance goals, which inform our LTI plan metrics. Annually, we establish our operating plan based on internal and external factors, the outputs of which are used in establishing our STI goals.


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38     |    Advisory Vote to Approve Executive Compensation

Best Practice Governance Practices

The Compensation and Human Resources Committee continually evaluates the Company’s compensation policies and practices to ensure they are consistent with best practice principles. Below are highlights of our governance practices:

  What We Do             What We Don’t 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

  Require one-year minimum vesting for all LTI awards

  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

   

  Excise tax gross-ups on a change in control

  Excessive severance in a change in control or termination

  Excessive perquisites

  Hedging transactions, speculation, short sales, margin accounts or pledging 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

The Decision-Making Process

 

 


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2023 Proxy Statement 39

Roles and Responsibilities

Compensation and Human Resources Committee  
 

The Compensation Committee was renamed the Compensation and Human Resources Committee shortly prior to 2022 (referred to in this section as the “Committee”) to reflect the broader human capital responsibilities of the Committee. 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 of Directors compensation changes for the CEO;

(2)  oversee compensation of our 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 Chief Human Resources Officer, including Diversity, Equity and Inclusion initiatives.

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/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 and performance-related topics. Throughout 2022, the Committee solicited input from Mr. Altabef regarding the compensation and performance of executive officers. In addition, Mr. Altabef provided 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 Compensation Partners LLC (“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 2022, Meridian performed duties requested by the Committee including:

(1)  providing recommendations on the composition of the peer group;

(2)  analyzing executive and Director compensation in comparison to market references;

(3)  updating the Committee on executive compensation and governance market trends;

(4)  advising the Committee on STI and LTI plan designs;

(5)  reviewing disclosures related to executive and Director compensation;

(6)  providing data, analysis and advice for review of Mr. Altabef’s compensation, which is then recommended to and approved by the independent members of the Board of Directors;

(7)  regularly attending meetings and joining from time to time in executive sessions with the Committee without the presence of management; and

(8)   supporting requests from the Committee.

 


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40     |    Advisory Vote to Approve Executive Compensation

Timeline

             
Review       Engage       Evaluate       Approve
             

●  Evaluate Peer group

●  Conduct competitive market review

 

●  Consider compensation program changes

●  Review trends and developments related to compensation governance

 

●  Determine compensation program design changes

●  Establish performance measures and targets and individual performance objectives

 

●  Review CEO performance

●  Set target compensation for CEO and executive officers

●  Approve annual STI payouts and long-term incentive grants

             

Peer Group

The executive compensation program considers market compensation practices of companies with which the Company competes or could compete for executive talent (the “peer group”) and/ or business. As part of its process, the Committee compares the Company’s overall compensation structure (mix of pay) and levels for the NEOs (total annual compensation, as well as each component of their total compensation) to the peer group market ranges from the 25th to 75th percentiles. The Committee’s selection of peer group companies was based on input from the Committee’s compensation consultant, business judgement and the following selection criteria:

Peer Group Screening Area

Comparable Size             Comparable Industry and Peers
●  Revenue ($500M - $8B), market capitalization (<$40B), number of employees, EBITDA margin, enterprise value     ●  Industry Group as defined by GICS classification, reviewing peer groups provided by third parties, other competitors and proxy advisory firms
Publicly-Traded US Based Companies     Other Consideration
●  Traded on North American Stock Exchanges, filings, financials, compensation data available     ●  Business fit, Non-US Sales, cybersecurity, software, services, technology offerings and end markets

The Committee regularly reviews the composition of the peer group and its selection criteria to ensure that they remain appropriate in light of the evolving competitive landscape, including consideration of merger and acquisition activity. In July 2021 as part of the annual review, the Committee’s compensation consultant recommended, and the Committee approved, the following peer group of companies for setting 2022 executive compensation:

2022 Compensation Peer Group              
         

  Booz Allen Hamilton Holding Corporation

  CACI International Inc.

  EPAM Systems, Inc.

  Fortinet Inc.

  ICF International Inc.

  ManTech International Corporation

  MAXIMUS, Inc.

  NetScout Systems, Inc.

 

  Palo Alto Networks, Inc.

  Science Applications International Corporation

  Sykes Enterprises Incorporated

  Teradata Corporation

  TTEC Holding, Inc.

  Vectrus, Inc.

  Verint System, Inc.

  +

New for 2022

  Sabre Corporation

  Tyler Technologies, Inc.

               

 


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2023 Proxy Statement 41

The 2022 peer group does not include the following companies which were included in the 2021 peer group for the reasons stated: Virtusa (acquired in February 2021 and no longer publicly traded), GTT Communications (delisted) and NCR (acquired Cardtronics for pushing above the comparable revenue scope for Unisys).

The 2022 peer group includes two new companies: Tyler Technologies Inc. and Sabre Corporation – both are comparable to Unisys from a business perspective and meet the quantitative screening criteria.

Unisys vs. Peer Groups

Revenue ($M)   Market Cap ($M)    
         
     

EBITDA Margin   Enterprise Value   Number of Employees
         
     

When determining 2022 compensation for the executive officers, the Committee also considered information compiled by its independent compensation consultant from various market survey sources. These surveys show compensation levels across a broad spectrum of technology companies and were used to inform the Committee regarding market executive compensation levels.


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42     |    Advisory Vote to Approve Executive Compensation

2022 Executive Compensation Program

Base Salary

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. When reviewing base salary decisions for NEOs other than the CEO, the Committee considers the CEO’s recommendations, as well as each NEO’s position and level of responsibility within the Company. The Committee also takes into account factors such as relevant market data, overall Company performance, individual performance and contributions, and internal equity within the Company. For 2022, aligning with the market, Mr. Thomson received an 18.7% increase in his base salary based on past performance and as a result of the change in his role Chief Operating Officer and Ms. Ebrahimi and Ms. Poggenpohl received a 3.8% and 3.3% increase, respectively, in base salary based on performance and market conditions. No other NEOs received increases in their base salaries during 2022.

NEO Base Salary
Peter A. Altabef $991,000
Debra McCann $500,000
Michael M. Thomson $635,000
Claudius Sokenu $500,000
Katherine Ebrahimi $415,000
Teresa Poggenpohl $465,000
Gerald P. Kenney $500,000

Short-Term Incentive Compensation

The NEOs are eligible to receive an annual cash incentive payment through the EVC plan, which is designed to incentivize executives to attain short-term performance goals aligned with the Company’s annual operating plan as a part of our Pay for Performance philosophy. The Committee has the discretion to determine the criteria applicable to incentive payments and the amounts of such payouts. For 2022, the awards paid to NEOs under the EVC plan depended upon (a) the NEO’s target incentive opportunity and (b) the degree to which the Company performance goals were met.

For 2022, target award opportunities for NEOs, which are stated as a percentage of actual earned base salary, were as follows:

NEO  2022 Target Award Opportunity
(as % of actual earned base salary)
       2022 Target Award Opportunity
($)
Peter A. Altabef   140%                                      $1,387,400
Debra McCann   95%   $315,347
Michael M. Thomson   110%   $698,500
Claudius Sokenu   95%   $315,347
Katherine Ebrahimi   95%   $394,250
Teresa Poggenpohl   95%   $441,750
          

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2023 Proxy Statement 43

The Committee reviews the performance measures under the EVC plan on an annual basis to ensure they support our operating plan and keep our NEOs focused on attaining rigorous short-term goals.

Corporate Non-GAAP Operating Profit minimum performance achievement of 50% of target funding gate is required for the total EVC plan to fund for the performance year. For 2022, we exceeded the minimum performance requirement.

Below are the 2022 performance measures and their respective 2022 payout curves. We believe these measures are the most effective in assessing the success of our business strategy.

Measure Weighting 2022       Revenue      
Revenue 90%-110%  
                 
Non-GAAP
Operating
Profit
65%-130%   Non-GAAP Operating Profit
                 
Free Cash
Flow
60%-135%   Free Cash Flow
                 
DEI -1%- +2%
(of target)
 

DEI

For the DEI metrics, the plan funds 50% at one percentage point achievement below target, 100% at target and 200% at two percentage points above target. Funding is interpolated on a straight-line basis between threshold and target, as well as between target and maximum.

The Committee set threshold, target, and maximum payout opportunities in 2022 for each measure as shown below:

Performance Level Non-GAAP Operating Profit, Revenue
Free Cash Flow, and DEI
Payout (as % of Target)
Below Threshold 0%
Threshold 50%
Target 100%
Maximum 200%
   

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44     |    Advisory Vote to Approve Executive Compensation

The table below summarizes the threshold, target and maximum performance levels, actual results as reported and adjusted results for determining EVC payouts for each performance measure for 2022.

    Metric(1)       Results
Measure
(Unisys
Corporate)
  Threshold Target Maximum   Weight   Results   Funding
 by Metric
  Weighted
by Metric
Revenue
($M)
      91%   55%   21.9%
                         
Non-GAAP
Op Profit
($M)
      73%   62%   21.7%
                         
Free Cash
Flow ($M)
      (73.2%)   0%   0.0%
                         
Non-
Financial
(DEI)
Women Globally
      102%   120%   9.0%
                         
Non-
Financial
(DEI) UREG US
Only
      98%   75%   5.6%
                         
                Total Funding:   58.2%

(1) Payout ratios at performance levels between Threshold-Target and Target-Maximum are interpolated on a straight-line basis.

The following table shows the 2022 EVC targets and the actual awards paid to the NEOs under the EVC plan.

NEO  2022 EVC
Target
       Total Amount
Paid
       Total Paid
as % of Target
Peter A. Altabef     $1,387,400         $807,467    58.2%
Debra McCann  $315,347   $183,532    58.2%
Michael M. Thomson  $698,500   $406,527    58.2%
Claudius Sokenu  $315,347   $183,532    58.2%
Katherine Ebrahimi  $394,250   $229,454    58.2%
Teresa Poggenpohl  $441,750   $257,099    58.2%
               

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2023 Proxy Statement 45

Long-Term Incentive Compensation

The LTI plan is designed to provide executives with a continuing stake in our long-term success and to align their interests with those of our shareholders. The LTI plan provides cash and equity-based awards.

For 2022, the Committee used a combination of long-term incentive vehicles, including 1/3 TSR Based-RSUs, 1/3 Non-GAAP Operating Profit-Based Cash and 1/3 Time-Based RSUs. These vehicles focus NEOs on driving long-term shareholder value creation, as well as fostering leadership stability. LTI targets for NEOs remained unchanged from prior year with exception of Mr. Thomson due to the transition to his new role as Chief Operating Officer and Ms. Poggenpohl based on market competitive benchmarking performed by the Committee’s independent compensation consultant.

Element of LTI   Overview of Design        
TSR-Based
RSUs
 

   Grant is tied to the achievement of TSR as follows:

-1/3 of target one-year performance (2022)

-1/3 of target two-year performance (2022-2023)

-1/3 of target three-year performance (2022-2024)

   The awards measure rTSR from a percentile positioning perspective among the constituent companies of the Russell 2000 Index.

             
      Relative TSR Positioning
      Below Threshold Threshold Target Maximum
    Ranking Below 25th Percentile 25th Percentile 55th Percentile 80th Percentile
    LTI Achievement 0% of target 50% of target 100% of target 200% of target
   

   Results are interpolated between Threshold and Maximum.

   The overall TSR calculation is based on the average price of the 30-day trading days preceding both the start and end dates of the respective performance periods.

Non-GAAP
Operating Profit-
Based Cash
 

   Grant is tied to the achievement of Non-GAAP Operating Profit as follows:

-1/3 of target one-year performance (2022)

-1/3 of target two-year performance (2022-2023)

-1/3 of target three-year performance (2022-2024)

Time-Based
RSUs
 

   Vest 1/3 per year on the anniversary of the grant

The performance-based elements of the LTI plan — TSR-Based RSUs and Non-GAAP Operating Profit-Based Cash — feature concurrent one-year, two-year cumulative and three-year cumulative performance periods. The actual number of TSR-Based RSUs and Non-GAAP Operating Profit-Based Cash vested and settled depend on the achievement of results. TSR-Based RSU awards are settled in stock and Non-GAAP Operating Profit-Based cash awards are paid in cash upon vesting and the certification of performance results by the Committee. The performance result used to determine the actual award earned is calculated at the end of each performance period.

Vesting year   2022   2023   2024   2025
1st Tranche
(1/3 of opportunity)
  2022
Target
Awards
Granted
to NEOs
  Actual awards vest in 2023
(for 2022 performance)
       
               
2nd Tranche
(1/3 of opportunity)
    Actual awards vest in 2024
(for 2022-2023 performance)
   
               
3rd Tranche
(1/3 of opportunity)
    Actual awards vest in 2025
(for 2022-2024 performance)
         
         

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46     |    Advisory Vote to Approve Executive Compensation

2022 Target LTI Plan Award Grants

The table below shows the target value of the long-term incentive awards granted in 2022 as of the grant date for each of the NEOs.

NEO  TSR-Based RSUs      Performance-Based
Cash
      Time-Based
RSUs
      Total Value
Peter A. Altabef               $1,707,200                     $1,707,200      $1,707,200     $5,121,600
Debra McCann  $333,300  $333,400  $333,300  $1,000,000
Michael M. Thomson  $550,000  $550,000  $550,000  $1,650,000
Claudius Sokenu  $183,300  $183,400  $183,300  $550,000
Katherine Ebrahimi  $166,650  $166,700  $166,650  $500,000
Teresa Poggenpohl  $150,000  $150,000  $150,000  $450,000

2022 Performance Retention Equity Awards

In 2022, newly hired executive officers Debra McCann and Claudius Sokenu received a one-time Special Performance Retention Equity Award issued on June 1, 2022.

These awards are primarily performance-oriented, are focused on our most critical talent (including the NEOs) and provide additional performance-based compensation only if share price hurdles are met for 20 consecutive trading days, thereby requiring sustainable performance directly aligned with stock price appreciation.

These awards will vest three years after the grant date and include a component that is dependent on the sustained increase in the Company’s stock price relative to the average closing stock price for the 20 trading days immediately preceding the grant date (weighted at 2/3) and a component that consists of time-based RSUs (weighted at 1/3) intended to incentivize retention. The size of each award varies based on the business impact of each recipient’s role.

NEO  Stock-Price
Appreciation
      Time-Based
RSUs
      Total Target
Value
Debra McCann           $500,000         $250,000         $750,000
Claudius Sokenu  $223,333  $111,667  $335,000

The measurement price (starting price) used in determining achievement of the performance-based portion of the Special Performance Retention Equity Award is $11.92, which is the average closing stock price for the 20 trading days immediately preceding the grant date (May 4, 2022 – June 1, 2022).

Performance-Based Attainment  <10%  +10%  +15%  +20%
Unisys Stock Price Requirement   <$11.92   $13.11   $13.71   $14.30
% of Target Shares Vesting   0%   50%   75%   100%

More information about the long-term incentive awards granted to each NEO in 2022 is set forth under “Grants of Plan-Based Awards”.

2020, 2021 and 2022 LTI Results

TSR-RSUs vested amounts for each tranche of the LTI grants from 2020, 2021 and 2022, TSR-Cash vested for each tranche of the LTI grant from 2021 and Profit-Based Cash vested for each tranche of LTI grants from 2020 and 2022 are shown in the tables below. Vesting amounts for Profit-Based Cash are determined based on actual profit versus pre-established threshold, target and maximum goals, while vesting amounts for TSR-RSUs and TSR-Cash are based on comparing Unisys rTSR during the relevant period to the Russell 2000 Index.


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2023 Proxy Statement 47

2020 and 2022 Profit-Based Cash

Results are based on Non-GAAP Operating Profit. Targets for open performance periods of Profit-Based Cash awards for the 2020 award were adjusted in February 2020 to reflect the sale of the U.S. Federal business.

Grant Year       Vesting
Period
      Performance Period       Threshold ($M) Target ($M) Maximum ($M)       Payout
2020   Tranche 3   1/1/2020-12/31/2022     88.90%
2022   Tranche 1   1/1/2022-12/31/2022     73.15%

2020, 2021 and 2022 TSR-Based RSUs and 2021 TSR-Based Cash

Results are based on Unisys TSR as compared to the Russell 2000 Index as shown below.

Grant Year   Vesting Period   Performance Period   Vested Percentage
2020(1)   Tranche 3   1/1/2020-12/31/2022   37.28%
2021(2)   Tranche 2   1/1/2021-12/31/2022   0%
2022(3)   Tranche 1   1/1/2022-12/31/2022   0%

(1) For the 2020 grant, three-year Unisys rTSR was -26.60% as compared to the Russell 2000 index rTSR of 4.76%. As a result, the NEOs earned 37.28% of the third tranche of the 2020 rTSR-Based RSU grant.
(2) For the 2021 grant, we measured rTSR among the constituent companies of the Russell 2000 Index from January 1, 2021 through December 31, 2022. The results of the 2022 rTSR positioning of the peer companies in the index were Threshold -48.12%, Target 6.76% and Maximum 46.30%. For this grant, two-year Unisys rTSR was -73.02%. This results in a ranking of 1,572 out of 1,819, for a 14th percentile ranking and 0% vesting.
(3) For the 2022 grant, we measured rTSR among the constituent companies of the Russell 2000 Index from January 1, 2022 through December 31, 2022. The results of the 2022 rTSR positioning of the peer companies in the index were Threshold -54.04%, Target -18.24% and Maximum 7.46%. For this grant, one-year Unisys rTSR was -76.78%. This results in a ranking of 1,745 out of 1,922, for a 9th percentile ranking and 0% vesting.

Long-Term Incentive Granting Practices

Most awards are granted in the first quarter of the year, although awards may be granted as part of the hiring process or in connection with a promotion or significant change in responsibility. Annual grants are approved at a specified, regularly scheduled meeting of the Committee with a grant date that is three days after the Company’s earnings release. The Committee approves the type and number of awards to be granted and the performance criteria for awards. For all grants, the grant date is no earlier than the date of the meeting at which such grant is approved. The dates of regularly scheduled Board and Committee meetings are generally determined many months in advance as part of the normal Board scheduling process. Timing of grants is not coordinated with the release of material nonpublic information and that the Committee does not consider material nonpublic information when determining whether and in what amount to make equity awards.

LTI awards granted during the year outside of the annual award have a grant date no earlier than the date of approval. Grants that require the approval of the Committee are typically reviewed and approved at a regularly scheduled Compensation and Human Resources Committee meeting or by written consent in advance of the individual’s employment commencement or promotion date. For those awards requiring Committee approval, the grant date is the first trading day of the month following confirmation of both Committee approval and the individual’s hire or date of promotion, unless otherwise approved by the Committee.


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48     |    Advisory Vote to Approve Executive Compensation

Other Executive Compensation Practices and Policies

All executive officers, including NEOs, are expected to own Unisys stock or stock units (including unvested Time-Based RSUs and earned TSR-Based RSUs that have not yet vested) having a value equal to or greater than a multiple of their annual base salary, as shown in the table below. Outstanding stock options and RSUs that have not yet met the performance criteria do not count toward fulfillment of the ownership guidelines. In addition, any “in the money” portion of vested stock options do not count toward stock ownership achievement. Executive officers are expected to meet the ownership guidelines within five years of appointment. The Committee reviews the adequacy of and compliance with the guidelines on an annual basis. The number of shares owned by each NEO is set forth in the section entitled, “Security Ownership by Certain Beneficial Owners and Management.”

Role Ownership Requirement
CEO 3.0x base salary
CFO & COO 1.5x base salary
Corporate SVP 1.0x base salary

Currently based on the recent reduction in the Unisys stock price, along with recent new hires, several NEOs and Executive Officers fall below the ownership requirement level. We are closely monitoring as the stock price fluctuates and additional grants are issued.

Clawback Policy

We maintain a clawback policy that applies to all NEOs and other executive officers of the Company. Under the clawback policy, we will seek to recover incentive-based compensation (including cash and equity) if our financial statements are required to be restated as a result of the Company’s material non-compliance with the financial reporting requirements under U.S. federal securities laws and if the executive officer engaged in fraud or intentional misconduct that caused or otherwise contributed to the need for the restatement.

We will further comply with any recoupment requirements imposed by applicable laws, rules or regulations, including in connection with the final rule issued by the SEC implementing the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to the recoupment of incentive-based compensation. We will monitor the listing standards adopted by the NYSE and amend our clawback policy during the required timeframe in compliance with those standards.

Insider Trading, Anti-Hedging, and Anti-Pledging Policy

We maintain an insider trading policy, which applies to all employees, officers and directors of the Company and its subsidiaries. The policy prohibits trading in securities of the Company while aware of material non-public information. Individuals whose roles are likely to provide them with access to material non-public information, including the NEOs and members of the Board of Directors, are subject to further restrictions, which, among other things, limits them to trading during quarterly trading windows with pre-clearance and prohibits derivatives trading, short sales, margin transactions, pledges and hedging transactions relating to Unisys securities at any time.

Risk Assessment and Mitigation of Compensation Policies and Practices

The Committee has reviewed the Company’s incentive compensation programs, discussed the concept of risk as it relates to the Company’s compensation program, considered various mitigating factors and reviewed these items with Meridian, the Committee’s independent compensation consultant. In addition, the Committee has asked Meridian to conduct an independent risk assessment of the Company’s executive compensation program. Based on these reviews and discussions, the Committee does not believe the Company’s compensation program creates risks that are reasonably likely to have a material adverse effect on the Company’s business.

Other Bonuses

The Company has a strong bias toward incentives based on pre-established goals and limits use of discretionary bonuses. In limited cases, we have provided modest sign-on bonuses to executives in order to recognize value forgone at a prior employer or to attract a new executive to join the Company. Sign-on bonuses are often paid in installments to mitigate risk if the executive leaves the Company. Generally, executives are required to repay any sign-on bonuses if they leave prior to completing one year of service.


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2023 Proxy Statement 49

Other Benefits

Executive officers participate in the retirement programs discussed below under “Defined Contribution Plans” and “Non-Qualified Deferred Compensation”. In addition, subject to underwriting approvals and applicable corporate governance requirements, executive officers appointed prior to February 2015 are eligible for supplemental death benefits under the Unisys Corporation Executive Death Benefit Only Program, which provides a death benefit equal to four times an executive officer’s base salary plus target bonus (if death occurs during active employment) or two and one-half times an executive officer’s final base salary (for retired officers who remain eligible for the benefit). The Company increases the benefit payable to the executive officer’s beneficiary to cover any income and employment taxes due. This benefit is no longer available to newly appointed executive officers. Of the active NEOs, Mr. Altabef is the only participant in this legacy program.

Perquisites available to executive officers are limited to financial counseling/tax preparation services, an annual physical examination and spousal travel with a bona fide business need. These benefits are designed to promote executive wellness and financial security. See the Summary Compensation Table for additional detail.

In order to attract and retain key executives, the Company enters into severance and change-in-control agreements with its executive officers, including the NEOs. The severance agreements are intended to align with market practice. The change in control agreements are intended to provide retention and management continuity in the event of an actual or threatened change in control. More detail is provided under “Termination Arrangements.”

Compensation and Human Resources Committee Report

The Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation and Human Resources Committee

Matthew J. Desch
Deborah Lee James
Lee D. Roberts (Chair)
Roxanne Taylor

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.


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Executive Compensation Tables

Summary Compensation Table

The following table sets forth information concerning the compensation of the NEOs for services rendered in all capacities to Unisys.

Name and
Principal Position
      Year      Salary
($)
      Bonus(1)
($)
      Stock
Awards(2)(3)
($)
      Option
Awards
($)
      Non-
Equity
Incentive
Plan
Compen-
sation(4)
($)
      Change
in
Pension
Value
and Non-
qualified
Deferred
Compen-
sation
Earnings
($)
      All Other
Compen-
sation(5)
($)
      Total
($)
Peter A. Altabef
Chair and Chief Executive Officer
  2022  991,000    4,384,201    1,700,836    16,700  7,092,737
  2021  991,000    4,234,347    2,814,432    19,756  8,059,535
  2020  861,408    3,592,245    2,761,869    18,671  7,234,194
Debra McCann
Executive Vice President and Chief Financial Officer
  2022  327,000    1,999,069    264,826    8,573  2,599,468
Michael M. Thomson
President and Chief Operating Officer and Former Executive Vice President and Chief Financial Officer
  2022  623,500    1,412,482    639,435    8,998  2,684,415
  2021  535,000    2,682,393    742,064    8,515  3,967,972
  2020  499,750  225,000  743,684    655,750    8,550  2,132,735
Claudius Sokenu
Senior Vice President, General Counsel, Corporate Secretary and Chief Administrative Officer
  2022  327,000  200,000  1,028,157    228,251    5,616  1,789,025
Katherine Ebrahimi
Senior Vice President, Chief Human Resources Officer
  2022  413,300    428,021    319,501    14,150  1,174,972
  2021  400,000    742,080    507,985    13,700  1,663,765
Teresa Poggenpohl
Senior Vice President and Chief Marketing Officer
  2022  463,270    385,253    293,674    16,736  1,158,932
Gerald P. Kenney
Former Senior Vice President, General Counsel and Corporate Secretary
  2022  173,100        54,349    997,262  1,224,711
  2021  500,000    785,856    603,654    13,596  1,903,106
  2020  467,131    408,980    613,570    13,550  1,503,232

(1) Amounts shown for 2022 include sign-on bonus for Mr. Sokenu at time of hire.
(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 the Company’s 2022 financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022. For more details on grants in 2022, see “Grants of Plan-Based Awards” below.
(3) Amounts shown for 2022 represent the aggregate grant date Monte Carlo simulation of the TSR-Based RSUs, assuming that target performance levels are met, Time-Based RSUs, and Performance Retention Equity Awards, assuming stock hurdle and time requirements are met. Only Ms. McCann and Mr. Sokenu received a Performance Retention Equity Award in 2022. Assuming that maximum performance levels are achieved for the TSR-Based RSUs and Share Hurdle target is achieved, the value of the awards at date of grant would be as follows: Mr. Altabef — $5,353,995, Ms. McCann - $2,391,563, Mr. Thomson — $1,724,926, Mr. Sokenu - $1,269,845, Ms. Ebrahimi - $522,701, Ms. Poggenpohl - $470,472 and Mr. Kenney $0.
(4) Amounts include short-term incentives paid under the 2022 EVC Plan and 2022 payouts of Target Long-Term Performance-Based Cash incentives under the 2019 Long-Term Incentive Plan.
(5) For 2022, amounts consist of the following: Mr. Altabef — 401(k) matching contributions of $9,200 and perquisites of $7,500, for financial planning; Ms. McCann – 401(k) matching contributions of $8,573; Mr. Thomson — 401(k) matching contributions of $8,998; Mr. Sokenu –perquisites of $5,616, which include financial planning and physical; Ms. Ebrahimi – 401(k) matching contribution of $9,150 and perquisites of $5,000 for financial planning, Ms. Poggenpohl – 401(k) matching contribution of $11,736 and perquisites of $5,000 for financial planning and Mr. Kenney — 401(k) matching contributions of $9,200 and perquisites of $3,095 for financial planning, COBRA reimbursement of $9,967 and cash severance of $975,000.
   

Table of Contents

2023 Proxy Statement 51

Grants of Plan-Based Awards

The following table sets forth information on grants of plan-based awards during 2022 to the NEOs.

         Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards
  Estimated Future Payouts
Under Equity Incentive
Plan Awards
            
Name    Award
Type
    Grant
Date in
2022
    Threshold
($)(1)
    Target
($)(2)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
    All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
    All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
    Exercise or
Base Price
of Option
Awards
($/sh)
    Grant Date
Fair Value
of Stock
and Option
Awards
($)(3)(4)
Peter A. Altabef  EVC Plan(1)     693,700  1,387,400  2,774,800                     
  Time-Based RSU  2/25                    78,420        1,707,203
   TSR-Based RSU  2/25           39,210  78,420  156,840           2,676,997
   Performance-Based Cash LTI  2/25  853,600  1,707,200  3,414,400                     
Debra McCann  EVC Plan(1)     237,500  475,000  950,000                     
  Time-Based RSU  6/1                    28,585        333,301
   TSR-Based RSU  6/1           14,293  28,585  57,170           975,797
   Performance-Based Cash LTI  6/1  166,700  333,400  666,800                     
   Time-Based Retention Award(5)  6/1                    21,441        250,002
   Performance-Based Retention Award(5)  6/1              42,882              439,969
Michael M. Thomson  EVC Plan(1)     349,250  698,500  1,397,000                     
  Time-Based RSU  2/25                    25,265        550,019
   TSR-Based RSU  2/25           12,633  25,265  50,530           862,463
   Performance-Based Cash LTI  2/25  275,000  550,000  1,100,000                     
Claudius Sokenu  EVC Plan(1)     237,500  475,000  950,000                     
  Time-Based RSU  6/1                    15,721        183,307
   TSR-Based RSU  6/1           7,861  15,721  31,442           536,663
   Performance-Based Cash LTI  6/1  91,700  183,400  366,800                     
   Time-Based Retention Award(5)  6/1                    9,577        111,668
   Performance-Based Retention Award(5)  6/1              19,154              196,520
Katherine Ebrahimi  EVC Plan(1)     197,125  394,250  788,500                     
  Time-Based RSU  2/25                    7,656        166,671
   TSR-Based RSU  2/25           3,828  7,656  15,312           261,350
   Performance-Based Cash LTI  2/25  83,350  166,700  333,400                     
Teresa Poggenpohl  EVC Plan(1)     220,875  441,750  883,500                     
  Time-Based RSU  2/25                    6,891        150,017
   TSR-Based RSU  2/25           3,446  6,891  13,782           235,236
   Performance-Based Cash LTI  2/25  75,000  150,000  300,000                     

(1) Threshold funding for Non-GAAP Operating Profit is 65%, Revenue is 90% and Free Cash Flow is 60%.
(2) Target amounts represent annualized base salary at year-end multiplied by target bonus percent.
(3) The Time-Based RSU value is determined using the Unisys closing price on grant date: $21.77 on 2/25/2022 and $11.66 on 6/1/2022.
(4) TSR-Based RSU value are determined based on Monte-Carlo simulation using the following assumptions based on the vesting tranches: (a) Tranche 1/1/2022 to 12/31/2022: $33.26; (b) Tranche 1/1/2022 to 12/31/2023: $34.06; and (c) Tranche 1/1/2022 to 12/31/2024 $35.09.
(5) Ms. McCann and Mr. Sokenu received Performance-based Equity Retention Awards on June 1, 2022, closing price of $11.66.
   

Table of Contents

52     |    Advisory Vote to Approve Executive Compensation

Awards shown under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” are annual bonuses in the form of cash incentive compensation through the EVC Plan and performance-based cash awards. As discussed more fully in “Compensation Discussion and Analysis” above, the amount of incentive compensation paid to the NEOs under the EVC Plan generally depends upon (a) the officer’s target annual bonus amount and (b) the degree to which the Company’s performance goals were met.

rTSR-Based RSUs are earned one-third annually over a three-year period and Non-GAAP Operating Profit Based Cash LTI are earned one-third annually over a three-year period. Such earned awards vest on the first, second and third anniversary of grant, respectively, if the NEO is then employed by the Company. Performance Based Cash LTI paid out at 73.15% of target on the vesting date of February 25, 2023.

Awards shown under “All Other Stock Awards” are Time-Based RSUs granted under the 2019 Plan. These RSUs will vest one-third per year beginning on the first anniversary of the date of grant if the individual is then employed by the Company.

Outstanding Equity Awards at Fiscal Year-End

The following table shows equity awards to the NEOs that were outstanding as of December 31, 2022.

Name      Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
      Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
      Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
      Option
Exercise
Price
($)
      Option
Expiration
Date
      Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)(2)
      Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)
      Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(2)
      Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(1)
Peter A. Altabef            152,207  777,778  152,207  777,778
Debra McCann            50,026  255,633  71,467  365,196
Michael M.Thomson