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

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

Peter A. Altabef, CHAIR OF THE BOARD

Chief Executive Officer, Unisys Corporation

Nathaniel A. Davis, LEAD INDEPENDENT DIRECTOR  IND 

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

Matthew J. Desch  IND 

Chief Executive Officer, Iridium Communications Inc.

Philippe Germond  IND 

Partner, Barber Hauler Capital Advisers

Deborah Lee James  IND 

Former U.S. Secretary of the Air Force

John A. Kritzmacher  IND 

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

Paul E. Martin  IND 

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

Regina Paolillo  IND 

Former Global Chief Operating Officer, TTEC Holdings, Inc.

Troy K. Richardson  IND 

Former President of the Digital Thread group, PTC Inc.

Lee D. Roberts  IND 

Chief Executive Officer and President, BlueWater Consulting, LLC

Roxanne Taylor  IND 

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

●   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

●  Provides a competitive fixed rate of pay relative to similar positions in the market

●  Enables the Company to attract and retain critical executive talent

●  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

●  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.

●  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.

●  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.

  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

2018

+ Regina Paolillo

2019

+Matthew J. Desch

+ Lisa A. Hook

2021

+ Troy K. Richardson

+ Roxanne Taylor

2022

+ John A. Kritzmacher

2018

-  Alison Davis

-  Paul E.
Weaver

2021

-  Lisa A. Hook

2022

-  Jared L.
Cohon

2023

-  Denise K. Fletcher

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.

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.

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.

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.

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.

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.

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.

1

●   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

3

●  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

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.

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.

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.

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.

●  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.

●  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.

●  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.

●  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”

Proposal 2

Advisory Vote to Approve
Executive Compensation

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

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.

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.

●  Provides a competitive fixed rate of pay relative to similar positions in the market

●  Enables the Company to attract and retain critical executive talent

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.

  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 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.

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.

●  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

  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.

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.