tm241575-4_nonfiling - none - 18.057062s
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 Pursuant to §240.14a-12
[MISSING IMAGE: lg_unisys-pn.jpg]
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 the appropriate box):
☒   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

[MISSING IMAGE: cv_ofc-4c.jpg]

[MISSING IMAGE: cv_ifc-4c.jpg]

[MISSING IMAGE: ph_peteraaltabef-4c.jpg]
Message from our Chair and
Chief Executive Officer
March 22, 2024
“We ended 2023 as a stronger company, with a dynamic pipeline and solutions that resonate with clients, and we have momentum for 2024.”
Fiscal year 2023 was a year of growth and opportunity, strengthened by New Business — which we define as new logo, new scope, and expansion — and the quality of our pipeline. We exceeded our upwardly revised revenue and profitability guidance and delivered strong growth in contract signings. And, we are encouraged by client engagement with our Next-Gen Solutions, and the size of our backlog and qualified pipeline in 2024.
Unisys is driven by innovation, enhanced value for existing and new clients and our stockholders and the creation of a great experience for our employees.
Our accomplishments in fiscal year 2023 speak volumes about our team and our ability to power breakthroughs for the world’s leading organizations with services and solutions in cloud, data and artificial intelligence, digital workplace, logistics and enterprise computing. With a focus on progress, our new Unisys brand embodies our entrepreneurial spirit and the aspirations we know Unisys can achieve for our company, our clients and you, our stockholders.
Unisys’ strong culture, focus on innovation and technology and commitment to stockholders provide a solid foundation to grow our business. We ended 2023 as a stronger company, and with a dynamic pipeline and solutions that resonate with clients, we have momentum for 2024. As we look ahead, our management team continues to focus on the future of our business and ensuring we deliver long-term value to our stockholders.
Please join us at our 2024 Annual Meeting of Stockholders on Wednesday, May 1, 2024, at 8:00 a.m., Eastern Time, via Webcast at www.virtualshareholdermeeting.com/UIS2024.
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 attend the 2024 Annual Meeting, I encourage you to vote via the internet, telephone or mail to ensure your shares are properly represented.
[MISSING IMAGE: sg_peteraaltabefnew-bw.jpg]
Peter Altabef
Chair and Chief Executive Officer

Notice of Annual Meeting
of Stockholders
[MISSING IMAGE: ic_time-pn.jpg]
Date and Time
May 1, 2024 (Wednesday)
8:00 AM (Eastern Time)
[MISSING IMAGE: ic_meeting-pn.jpg]
Virtual Meeting
Online, via Webcast at www.virtualshareholdermeeting.com/​
UIS2024
[MISSING IMAGE: ic_canvote-pn.jpg]
Who Can Vote
Record holders of common stock at the close of business on March 4, 2024
Unisys Corporation (“Unisys” or the “Company”) will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to:
Proposals
   
Board Recommendation
For Further Details
  Proposal 1  
Elect eleven directors identified in the attached Proxy Statement
“FOR” each director nominee
[MISSING IMAGE: ic_forarrow-pn.jpg]
   Page 9
  Proposal 2  
Approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers
“FOR”
[MISSING IMAGE: ic_forarrow-pn.jpg]
   Page 34
  Proposal 3  
Ratify the selection of the Company’s independent registered public accounting firm for 2024
“FOR”
[MISSING IMAGE: ic_forarrow-pn.jpg]
   Page 66
  Proposal 4  
Approve the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan
“FOR”
[MISSING IMAGE: ic_forarrow-pn.jpg]
   Page 69
Stockholders may also transact any other business properly brought before the Annual Meeting.
Holders of record of Unisys common stock at the close of business on March 4, 2024, are entitled to vote at the Annual Meeting and any adjournment or postponement thereof.
On or about March 22, 2024, we will mail our stockholders a notice (the “Notice”) that explains (i) how to access our 2024 Proxy Statement (the “Proxy Statement”) and Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2024 (the “Annual Report”), (ii) how to vote, and (iii) how to attend the Annual Meeting. The Notice will also provide instructions on how to request a paper copy of these documents.
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. We believe the virtual meeting format affords our stockholders an opportunity for meaningful participation. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/UIS2024, where you will be able to listen to the meeting live, submit questions, and vote.
In accordance with SEC rules, we are furnishing proxy materials to our stockholders via the internet. You may read, print or download our 2024 Proxy Statement and Annual Report, including the financial statements for 2023, at www.proxyvote.com.
We hope you will attend our virtual Annual Meeting. Regardless of whether you plan to attend, it is important that your shares are represented and voted at the Annual Meeting. If you received a paper copy of the proxy card or voting instruction form by mail, you can vote by signing, dating and returning that document. You can revoke your proxy at any time before it is exercised in the manner set forth in “Annual Meeting Information,” which begins on page 79 of this Proxy Statement.
Registered stockholders and participants in plans holding shares of our common stock may vote by telephone, by internet, or by mail. To use these convenient services, follow the steps detailed in the voting instructions that are attached to the proxy card. Beneficial owners of shares of our common stock held in street name through a bank or brokerage account should follow the voting instructions they receive from the institution that holds such shares. Brokers may not vote your shares on the election of directors, the non-binding proposal regarding the compensation of our named executive officers or the approval of the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan without specific instructions as to how to vote. Please return your proxy card so your vote can be counted as promptly as possible.
By Order of the Board of Directors,
[MISSING IMAGE: sg_kristenprohl-bw.jpg]
Kristen Prohl
Senior Vice President, General Counsel,
Secretary and Chief Administration Officer
Blue Bell, Pennsylvania
March 22, 2024

How to Vote
[MISSING IMAGE: ic_internet-pn.jpg]
[MISSING IMAGE: ic_telephone-pn.jpg]
[MISSING IMAGE: ic_mail-pn.jpg]
Internet
www.proxyvote.com or scan the Quick Response “QR” Barcode on your proxy card
Telephone
1-800-690-6903
as noted on your proxy card
Mail
Mark, sign, date and promptly mail your proxy card in the provided postage-paid envelope
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 Annual Meeting of Stockholders to be Held on May 1, 2024: The Company’s Proxy Statement and Annual Report are available at www.proxyvote.com.

Table of Contents
Proxy Summary
1
1
2
4
4
5
5
6
6
7
7
Proposal 1 – Election of Directors
9
9
11
12
23
23
Corporate Governance 24
24
24
28
28
31
32
Proposal 2 – Advisory Vote to Approve Executive Compensation
34
35
46
53
54
62
Pay Versus Performance 62
Proposal 3 – Ratification of the Selection of Independent Registered Public Accounting Firm
66
67
67
68
Proposal 4 – Approve of the Unisys Corporation
2024 Long-Term Incentive and Equity
Compensation Plan
69
69
70
70
71
75
Security Ownership of Certain Beneficial Owners and Management 77
78
78
Annual Meeting Information 79
79
81
82
82
83
General Matters 84
84
84
84
85
85
85
Appendix A
87
Appendix B
89

2024 Proxy Statement
1
Proxy Summary
This summary highlights selected information relevant for voting at the Annual Meeting. 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.
About Unisys
2023 Overview — Where We Are Today
We are a global technology solutions company that powers breakthroughs for the world’s leading organizations. Our clients rely on us to help solve many of their toughest business and technology challenges in highly complex and regulated environments. We partner with clients to transform the mission-critical systems that support their daily operations in a rapidly evolving digital age. We believe that agile technology can inspire breakthroughs that propel organizations into the future every day. No matter the industry, we work together with clients around the world to drive innovation through digital workplace, cloud, 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.
In 2023, we increased revenue during a year of geopolitical and macroeconomic uncertainty. We are advancing Artificial Intelligence (“AI”) adoption for clients across various industries and infusing generative AI into our solutions. We help clients leverage AI to optimize their business outcomes and measure their return on investment. One of the our innovative products, currently being piloted, is Unisys Logistics Optimization™, which leverages AI and quantum annealing to boost the effectiveness and profitability of cargo transportation. We are constantly innovating and establishing trust with investors, clients and industry analysts. We are demonstrating that our strategy is solid, and we are on track to achieve success in growing the pipeline, closing deals, managing costs and pushing the boundaries to continue our progress in 2024.
Our new Unisys brand is all about progress. It’s about Unisys being the catalyst that pushes people and organizations to break through to the next big innovation. The brand launch aims to increase awareness and transform perception of Unisys and our innovative solutions with our clients, prospects, industry analysts, and third-party advisors. We believe our new brand campaign will influence key sales metrics, such as leads, pipeline, wins and revenue growth over time.
How Did We Perform in 2023?
In 2023, we exceeded our upwardly revised full-year guidance ranges. During the year, we grew our backlog, signed 18% more New Business total contract value (“TCV”) than the prior year, and expanded our New Business pipeline. We progressed towards our long-term financial goals and are particularly pleased with our full-year free cash flow performance, which improved by nearly $70 million year-over-year.
During 2023, our revenue increased 1.8% year-over-year on a reported basis, an increase of 1.6% in constant currency. Operating profit margin and non-GAAP operating profit margin were 3.8% and 7.0%, respectively. Net loss as a percentage of revenue and adjusted EBITDA as a percentage of revenue were (21.4)% and 14.2% respectively. For a reconciliation of our GAAP measures to non-GAAP measures, please see Appendix A to this Proxy Statement and the earnings release attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 21, 2024 (but such report shall not be deemed to be incorporated by reference to this Proxy Statement).
Revenue
Operating Profit
Margin
Non-GAAP
Operating
Profit Margin
Net Loss as a
Percentage of
Revenue
Adjusted EBITDA as
a Percentage of
Revenue
2023 Actual
$2,015.4M
3.8%
7.0%
(21.4)%
14.2%
The global GAAP pension deficit increased during 2023 by approximately $160 million to approximately $700 million. Approximately, $70 million of this increase was due to the purchase of insurance contracts in our overfunded UK plans, using plan assets, as the first step towards an anticipated full-risk transfer of those plans. The remainder of the deficit increase was due primarily to lower discount rates. During the year, we executed our pension management strategy with two annuity purchases that transferred an aggregate of approximately $500 million in pension liabilities to a third-party insurer. These transactions were funded with plan assets.
In 2023, we had operating cash flow of  $74.2 million, ($4.5) million of free cash flow and $43.5 million of pre-pension free cash flow. We had approximately $387.7 million in cash and cash equivalents on the balance sheet as of December 31, 2023.

2
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Proxy Summary
Proposal 1
Election of Directors
[MISSING IMAGE: ic_roundtick-pn.jpg]
The Board recommends a vote FOR each director nominee.
[MISSING IMAGE: ic_forarrow-pn.jpg]   See page 9
Board Information
Director Nominees
Ensuring that the Board has the optimal balance of skills, viewpoints, perspectives and experience is a top priority of the Board and the Nominating and Corporate Governance Committee. The nominees for whom you are being asked to vote are a diverse group of highly qualified leaders with a broad range of skills and business and industry experience. Our Board nominees also reflect our commitment to diversity. For additional information about the diversity, experience, skills and qualifications of each individual nominee, please see the charts on pages 9 and 10 and biographical data beginning on page 12.
The following provides summary information about each director nominee.
Name and Primary Occupation
Age
Director
Since
Committee Membership
Gender
Race
AFC
CHRC
NCGC
SRC
[MISSING IMAGE: ph_peteraltabef-4c.jpg]
Peter Altabef, CHAIR OF THE BOARD
Chief Executive Officer, Unisys Corporation
64
2015
MA
WH
[MISSING IMAGE: ph_nathaniel-4c.jpg]
Nathaniel A. Davis, LEAD INDEPENDENT DIRECTOR   IND  
Retired Chairman of the Board and Chief Executive Officer,
Stride, Inc.
70
2011
MA
AA
[MISSING IMAGE: ph_matthew-4c.jpg]
Matthew J. Desch   IND  
Chief Executive Officer, Iridium Communications Inc.
66
2019
M
MA
WH
[MISSING IMAGE: ph_philippe-4c.jpg]
Philippe Germond   IND  
Partner, Barber Hauler Capital Advisers
67
2016
M
C
MA
WH
[MISSING IMAGE: ph_deborah-4c.jpg]
Deborah Lee James   IND  
Retired U.S. Secretary of the Air Force
65
2017
M
M
FE
WH
[MISSING IMAGE: ph_kritzmacher-4c.jpg]
John A. Kritzmacher   IND  
Retired Executive Vice President and Chief Financial Officer,
John Wiley & Sons, Inc.
63
2022
M
M
MA
WH
[MISSING IMAGE: ph_martin-4c.jpg]
Paul E. Martin   IND  
Retired Senior Vice President and Chief Information Officer,
Baxter International, Inc.
66
2017
M
C
MA
AA
[MISSING IMAGE: ph_paolillo-4c.jpg]
Regina Paolillo   IND  
Retired Global Chief Operating Officer, TTEC Holdings, Inc.
65
2018
C
M
FE
WH
[MISSING IMAGE: ph_richardson-4c.jpg]
Troy K. Richardson   IND  
Retired President of the Digital Thread group of PTC Inc.
61
2021
M
M
MA
AA
[MISSING IMAGE: ph_roberts-4c.jpg]
Lee D. Roberts   IND  
Chief Executive Officer and President, BlueWater Consulting,
LLC
71
2011
C
M
MA
WH
[MISSING IMAGE: ph_taylor-4c.jpg]
Roxanne Taylor   IND  
Retired Senior Vice President and Chief Marketing and
Communications Officer, Memorial Sloan-Kettering
Cancer Center
67
2021
M
M
FE
WH
AFC
Audit and Finance Committee
M
Member
FE
Female
CHRC
Compensation and Human Resources Committee
C
Chair
MA
Male
NCGC
Nominating and Corporate Governance Committee
IND
Independent
AA
African American
SRC
Security and Risk Committee
WH
White

2024 Proxy Statement
3
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.
[MISSING IMAGE: bc_experiencev2-pn.jpg]
[MISSING IMAGE: pc_tenure-pn.jpg]
[MISSING IMAGE: pc_diversity-pn.jpg]

4
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Proxy Summary
Corporate Governance Highlights
Unisys is committed to strong corporate governance aligned with stockholder interests. The Board, through its Nominating and Corporate Governance Committee, regularly monitors leading practices in governance and adopts measures that it determines are in the best interests of Unisys and its stockholders. The following highlights our corporate governance principles and practices. See the sections entitled “Corporate Governance” beginning on page 24 and “Compensation Discussion & Analysis” beginning on page 35, respectively, for more information.
Board Independence
and Composition

Highly diverse and qualified board

Director skill set aligned with corporate strategy

Effective lead independent director

91% of directors standing for re-election are independent

Regular board refreshment and a mix of tenure

Limit on outside directorships

Mandatory retirement age of 74
Board Performance

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

Annual Board and committee self-evaluations

Regular executive sessions at Board and committee meetings

Strong alignment between company performance and executive compensation

Director onboarding and continuing education
programs
Stockholder Rights

Annual election of all directors

No stockholder rights plan

Majority voting for uncontested director elections

Supermajority voting provisions to protect certain stockholder rights

No super voting or low voting stock

Majority voting for directors in uncontested elections
Sustainability Highlights
As a global technology solutions company, we understand we have the unique opportunity to lead, impact and support positive sustainability changes. Our strategy adopts an approach, primarily focused on environmental sustainability of our own operations and those of our suppliers. We are committed to sustainability efforts that will further our mission, including initiatives to promote sustainable operations, act as responsible environmental stewards and further decarbonize our operations. Our annual Sustainability Report can be found on our Company website, but such report shall not be deemed to be incorporated by reference into this Proxy Statement or any of our future filings with the SEC.

2024 Proxy Statement
5
Proposal 2
Non-Binding Advisory Vote to Approve Executive Compensation
[MISSING IMAGE: ic_roundtick-pn.jpg]
The Board recommends a vote FOR this proposal.
[MISSING IMAGE: ic_forarrow-pn.jpg]   See page 34
Our Principles-Based Philosophy
Our executive compensation program is designed to align executives with stockholders 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:
[MISSING IMAGE: fc_principles-pn.jpg]
Executive Compensation Overview
The Unisys executive compensation program includes base salary, short-term incentives and long-term incentives, as described below for our Chief Executive Officer (“CEO”) and our other Named Executive Officers (“NEOs”) each of whose compensation is discussed in more detail in the section entitled “Compensation Discussion and Analysis beginning on page 35 of this Proxy Statement.”
Target Mix
Element
CEO
Other NEOs
Description
Why is it provided
Fixed
Base Salary
[MISSING IMAGE: pc_ceo16perc-pn.jpg]
[MISSING IMAGE: pc_neo24perc-pn.jpg]
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
Vari­able, At-risk
Short-Term Incentives
(“STI”)
[MISSING IMAGE: pc_incentive-pn.jpg]
[MISSING IMAGE: pc_paid-pn.jpg]
Paid annually in cash under the Executive Variable Compensation (“EVC”) Plan

Focuses NEOs on achieving rigorous annual performance goals aligned with the Company’s annual operating plan to drive stockholder value creation
Long-Term Incentives
(“LTI”)
[MISSING IMAGE: pc_longterm-pn.jpg]
[MISSING IMAGE: pc_combination-pn.jpg]
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 stockholder value creation, as well as support the Company’s leadership retention strategy

6
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Proxy Summary
Compensation Mix
The charts below show the total target compensation mix of our CEO and our other NEOs. The mix reflects STI, such as cash, and LTI, such as restricted stock units (“RSUs”) that are time-based and performance-based, including based on relative total stockholder return (“TSR-based”). These charts illustrate that a significant majority of our NEOs’ total target compensation is “at-risk” ​(84% for our CEO and an average of 76% for our other NEOs).
[MISSING IMAGE: pc_compensation-pn.jpg]
Stockholder Outreach
We make comprehensive efforts to proactively engage our stockholders to obtain important feedback, including discussing how our executive compensation program supports our strategy. In the past, 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 2022 and 2023 annual stockholders’ meetings with more than 97% of the shares voted in favor in 2022 and 84.5% in 2023. We remain engaged with stockholders and will continue to address stockholder 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.
2022
Say-On-Pay Support
[MISSING IMAGE: pc_2022sayonpay-pn.jpg]
2023
Say-On-Pay Support
[MISSING IMAGE: pc_2023sayonpay-pn.jpg]
Five-Year Average
Say-On-Pay Support
[MISSING IMAGE: pc_fivesayonpay-pn.jpg]

2024 Proxy Statement
7
2023 Compensation Highlights
Pay Component
Details of Changes for 2023
Base Salary

Mr. Thomson received a 5.5% increase in base salary based on performance and market considerations.

Ms. McCann received a 7.0% increase in base salary based on performance and market considerations.

Mr. Sokenu received a 5.0% increase in base salary based on performance and market considerations.
Short-Term Incentives (“STI”)

No NEOs received STI target percentage increases in 2023.

We removed the Free Cash Flow metric to place greater weighting on both Revenue and Non-GAAP Operating Profit.

Non-Linear performance ranges implemented to flatten the curve and ensure stability around target performance results.

Modified the Non-Financial Diversity, Equity & Inclusion (“DEI”) metric to reflect 100% female representation, at senior manager and above levels.

CEO target bonus reduced from 140% to 120% of base salary to reflect his commitment to Company financials and bottom-line performance.

Final 2023 plan funding for STI resulted in above target performance.
Long-Term Incentives (“LTI”)

Strategically redesigned the mix of performance measures between shares and cash to carefully manage share usage, minimize dilution and conserve our equity reserves.

2023 LTI award values based on performance-based TSR RSUs, performance-based TSR Cash, performance-based Non-GAAP Operating Profit Cash, performance-based stock price appreciation RSUs and time-based RSUs.

1/3 of total 2023 LTI was delivered in relative TSR performance-based shares.

CEO LTI target reduced by $1.25 million to reflect his commitment to the Company financials and bottom-line performance.

Final 2023 results for performance-based LTI resulted in above target performance.
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 leading governance principles.
[MISSING IMAGE: ic_roundtick-pn.gif] What We Do
[MISSING IMAGE: ic_greentick-pn.jpg]
Provide the majority of compensation in performance-based pay
[MISSING IMAGE: ic_greentick-pn.jpg]
Maintain stock ownership guidelines for officers and directors (excludes stock options)
[MISSING IMAGE: ic_greentick-pn.jpg]
Cap incentive plan at 2x target; no payouts below threshold
[MISSING IMAGE: ic_greentick-pn.jpg]
Maintain a clawback policy
[MISSING IMAGE: ic_greentick-pn.jpg]
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
[MISSING IMAGE: ic_greentick-pn.jpg]
Have change in control agreements with double-trigger severance provisions
[MISSING IMAGE: ic_greentick-pn.jpg]
Conduct annual compensation program risk assessment
[MISSING IMAGE: ic_greentick-pn.jpg]
Adhere to an insider trading policy
[MISSING IMAGE: ic_greentick-pn.jpg]
Use an independent compensation consultant engaged by and reporting directly to the Compensation and Human Resources Committee
[MISSING IMAGE: ic_roundcross-bw.gif] What We Don’t Do
   
×
Excise tax gross-ups on a change in control
×
Excessive severance in a change in control or termination
×
Excessive perquisites
×
Allow employees, including our executive officers, and also non-employee directors to engage in hedging transactions, speculation, short sales, margin accounts or pledge Unisys securities
×
Automatic vesting of equity upon a change in control
×
Stock option repricing, reloads, or cash buyouts
×
Discounted stock options or SARs
×
Liberal change in control definition

8
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Proxy Summary
Proposal 3
Ratification of the Selection of Independent Registered Public Accounting Firm
[MISSING IMAGE: ic_roundtick-pn.jpg]
The Board recommends a vote FOR this proposal.
[MISSING IMAGE: ic_forarrow-pn.jpg]   See page 66
The Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Audit and Finance Committee has selected, and the Board has ratified the selection of, Grant Thornton LLP (“Grant Thornton”) to serve as our independent registered public accounting firm for 2024. Grant Thornton has served as the Company’s independent registered public accounting firm since March 17, 2023.
The Audit and Finance Committee and the Board believe the continued retention of Grant Thornton as the Company’s independent registered public accounting firm is in the best interest of the Company and our stockholders, and we are asking our stockholders to ratify the selection of Grant Thornton as our independent registered public accounting firm for 2024. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Grant Thornton to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm and as a matter of good corporate practice.
Proposal 4
Approval of Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan
[MISSING IMAGE: ic_roundtick-pn.jpg]
The Board recommends a vote FOR this proposal.
[MISSING IMAGE: ic_forarrow-pn.jpg]   See page 69
The Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan (the “2024 Equity Plan”), attached to this Proxy Statement as Appendix B, 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 2024 Equity Plan:

Includes a default double trigger change in control provision and does not provide for automatic vesting upon a change in control

Prohibits the payment of dividends or dividend equivalent rights on unvested equity awards

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
We currently maintain the 2023 Long-Term Incentive and Equity Compensation Plan (the “2023 Equity Plan”), which was approved by our stockholders at the 2023 annual meeting. Upon stockholder approval, the 2024 Equity Plan will replace the 2023 Equity Plan and no further awards will be granted under the 2023 Equity Plan.
In addition to the shares that remain available for issuance under the 2023 Equity Plan, we are requesting an additional 6,340,000 shares for issuance under the 2024 Equity Plan. This number was determined based on an analysis of various factors, including historical burn rate, potential dilution, industry plan cost standards, and anticipated equity compensation needs.
Based on these factors and our current grant practices, the shares requested for issuance under the 2024 Equity Plan are expected to meet our equity grant needs for approximately 2 years. The shares reserved may, however, last for a greater or fewer number of years depending on currently unknown factors, such as the number of grant recipients, future grant practices, and our stock price.

2024 Proxy Statement
9
Proposal 1
Election of Directors
The Board currently consists of eleven members, each of whose term expires at
the Annual Meeting. Each of the eleven directors has been nominated for re-election for a term expiring at the 2025 annual meeting of stockholders (the
“2025 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.
[MISSING IMAGE: ic_roundtick-pn.jpg]
The Board of Directors recommends a vote “FOR” all 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.
[MISSING IMAGE: bc_experiencev2-pn.jpg]
[MISSING IMAGE: pc_tenure-pn.jpg]
[MISSING IMAGE: pc_diversity-pn.jpg]
[MISSING IMAGE: art_proplection-pn.jpg]

10
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Election of Directors
Board Tenure
The Board strives to maintain an appropriate balance of tenure and refreshment among its directors. The Board believes there are significant benefits from the valuable experience and familiarity with the Company brought by longer-tenured directors, as well as significant benefits from the fresh perspectives brought by newer-tenured directors. The average tenure of our director nominees is approximately six years.
Background and Experience
Our director nominees possess relevant experience, skills and qualifications which contribute to a well-functioning board. All of our director nominees bring to the Board senior leadership experience, industry sector and technology experience derived from their diverse professional backgrounds and areas of expertise that are relevant to Unisys. As a group, they have international experience, financial experience and experience serving as a chief executive officer of other public companies and as a director on other public company boards. We believe our director nominees appropriately reflect a diversity of experience, skills and professional backgrounds.
Altabef
Davis
Desch
Ger­mond
James
Kritz­macher
Martin
Pao­lillo
Richardson
Roberts
Taylor
[MISSING IMAGE: ic_seniorleadernew-pn.jpg]
Senior Leadership
Experience serving in a senior leadership role of a complex organization
[MISSING IMAGE: ic_boardnew-pn.jpg]
Public Company Board
Experience as a board member of another publicly-traded company
[MISSING IMAGE: ic_ceoneo-pn.jpg]
CEO
Experience serving as a Chief Executive Officer of a publicly-traded company
[MISSING IMAGE: ic_financialnew-pn.jpg]
Financial Expertise
Experience or expertise in finance, accounting, financial management or financial reporting
[MISSING IMAGE: ic_technologynew-pn.jpg]
Technology
Experience or expertise in the information technology industry
[MISSING IMAGE: ic_industrynew-pn.jpg]
Industry Sectors
Knowledge of or experience in one or more of the Company’s primary target markets
[MISSING IMAGE: ic_internationalnew-pn.jpg]
International
Experience with global business operations or with doing business internationally

2024 Proxy Statement
11
Director Independence
A majority of the Board is required to qualify as independent under the listing standards of the New York Stock Exchange (“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 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 Company’s directors and nominees other than Mr. Altabef, our CEO, 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 director 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 2023, the Board determined that none of its non-employee directors has a material relationship with Unisys.

12
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Election of Directors
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.
[MISSING IMAGE: ph_peteraltabef-4c.jpg]
Director since: 2015
64 years old
Unisys Chair and CEO
Other Current Directorships:

NiSource Inc. (NYSE: NI)

Petrus Trust
Company, LTA
Prior Directorships:

Perot Systems Corporation

Belo Corporation

MICROS Systems, Inc.
Peter Altabef
Chief Executive Officer
Professional Experience

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

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

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

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

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

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

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

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

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

Served as member of the board of directors of Belo Corporation from 2011 to 2013
Attributes, Skills and Qualifications:
Mr. Altabef has more than 25 years of senior leadership experience in the information technology industry and, having led both Perot Systems Corporation and MICROS Systems, Inc., has a proven ability to drive revenue growth and achieve strong financial performance. As a result, the Board believes Mr. Altabef has the leadership skills and experience to serve as a director and as the Chair and CEO of the Company.
[MISSING IMAGE: ic_peteraaltabef-pn.jpg]

2024 Proxy Statement
13
[MISSING IMAGE: ph_nathaniel-4c.jpg]
Director since: 2011
70 years old
Lead Independent Director
Other Current Directorships:

RLJ Lodging Trust
(NYSE: RLJ)
Prior Directorships:

Stride, Inc. (NYSE: LRN)

XM Satellite Radio Inc.

XO Communications Services, LLC

Charter Communications, Inc. (Nasdaq: CHTR)

EarthLink, Inc.
Nathaniel A. Davis
Retired Chairman of the Board and Chief Executive Officer of Stride, Inc.
Professional Experience

Retired Chairman of the Board and Chief Executive Officer of Stride, Inc. (NYSE: LRN) (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, Inc.’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, Inc. from 2009 to 2022, and as its Chairman of the Board from 2012 to 2022 and Executive Chairman from 2013 to 2022

President and Chief Executive Officer of XM Satellite Radio Inc., 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 Inc. board of directors from 1999 until 2008

President and Chief Operating Officer and a member of the board of directors of XO Communications Services, LLC (formerly Nextlink Communications Inc.) from 2000 to 2003

Held senior management roles at Nextel Communications Inc. and MCI Communications Corp

Serves as trustee of RLJ Lodging Trust (NYSE: RLJ)

Served as a member of the board of directors of Charter Communications, Inc. (Nasdaq: CHTR) from 2005-2008

Served as a member of the board of directors of Earthlink, Inc. in 2011

Began his career at AT&T Inc.
Attributes, Skills and Qualifications:
Mr. Davis brings managerial and operational expertise to the Board. This expertise, as well as his extensive experience in the communications industry, brings a valuable perspective to the Board as Unisys continues its work to strengthen its competitive and financial profile in a changing IT industry.
[MISSING IMAGE: ic_nathanieladavis-pn.jpg]

14
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Election of Directors
[MISSING IMAGE: ph_matthew-4c.jpg]
Director since: 2019
66 years old
Independent
Committees:

Compensation and Human Resources
Other Current Directorships:

Iridium Communications, Inc. (Nasdaq: IRDM)
Matthew J. Desch
Chief Executive Officer, Iridium Communications Inc.
Professional Experience

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

Chief Executive Officer of Iridium Communications Inc.’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 cybersecurity, finance, M&A and human capital management, together with over twenty years of experience as a public company chief executive officer, to provide important strategic and operational advice as the Company faces the challenges of the highly competitive IT services marketplace.
[MISSING IMAGE: ic_matthewjdesch-pn.jpg]

2024 Proxy Statement
15
[MISSING IMAGE: ph_philippe-4c.jpg]
Director since: 2016
67 years old
Independent
Committees:

Audit and Finance

Nominating and Corporate Governance (Chair)
Other Current Directorships:

Comet France S.A.S.

France Galop
Prior Directorships:

Atos Origin S.A.
(Euronext NV: ATO)

SFR S.A.

Essilor S.A.

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 Mobility Group S.A. (Euronext NV: EURCAR), 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 S.A. (Euronext NV: ATO) from 2007 to 2008, and a member of the Management Board of Atos Worldline from 2006 to 2007

President and Chief Operating Officer of Alcatel from 2003 to 2005

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

Began his career at Hewlett-Packard Enterprise Company, 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

Serves as a member of the board of directors of Comet France S.A.S.

Serves as a member of the board of directors of France Galop since 2023

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, which derives more than half of its revenue from non-U.S. 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.
[MISSING IMAGE: ic_philippegermond-pn.jpg]

16
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Election of Directors
[MISSING IMAGE: ph_deborah-4c.jpg]
Director since: 2017
65 years old
Independent
Committees:

Compensation and Human Resources

Nominating and Corporate Governance
Other Current Directorships:

Textron Inc (NYSE: TXT)
Prior Directorships

Aerojet Rocketdyne Holdings, Inc.
Deborah Lee James
Retired 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 Corporation 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

Serves as a member of the board of directors of Textron Inc. (NYSE: TXT)

Served as a member of the board of directors of Aerojet Rocketdyne Holdings, Inc. from 2022 to 2023
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.
[MISSING IMAGE: ic_deborahlee-pn.jpg]

2024 Proxy Statement
17
[MISSING IMAGE: ph_kritzmacher-4c.jpg]
Director since: 2022
63 years old
Independent
Committees:

Audit and Finance

Security and Risk
Other Current Directorships:

InterDigital, Inc.
(Nasdaq: IDCC)
Prior Directorships

QualTek Services Inc.
John A. Kritzmacher
Retired Executive Vice President and Chief Financial Officer of 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 Inc. and Bell Laboratories, Inc., from 1982 to 2008, culminating in serving as Chief Financial Officer at Lucent Technologies Inc. in 2006 and as Chief Operating Officer of the Services Business Group at Alcatel-Lucent Enterprise from 2007 to 2008

Serves as a member of the board of directors of InterDigital, Inc. (Nasdaq: IDCC) since 2009

Served as a member of the board of directors of QualTek Services, Inc. from 2022 to 2023
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 greatly benefits Unisys, which receives more than half of its revenue from international operations.
[MISSING IMAGE: ic_johnakritzmacher-pn.jpg]

18
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Election of Directors
[MISSING IMAGE: ph_martin-4c.jpg]
Director since: 2017
66 years old
Independent
Committees:

Audit and Finance

Security and Risk (Chair)
Other Current Directorships:

Owens Corning (NYSE: OC)

STERIS plc
Prior Directorships:

Ping Identity Corp.
Paul E. Martin
Retired Senior Vice President and Chief Information Officer of 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.

Serves as a member of the board of directors and audit committee of Owens Corning (NYSE: OC), a global building and industrial materials manufacturer

Serves as a member of the board of directors, compensation committee and audit committee of STERIS plc, a medical equipment company specializing in sterilization and surgical products

Served as a member of the board of directors of Ping Identity Corp., a security software company
Attributes, Skills and Qualifications:
With extensive executive management experience across the IT industry, Mr. Martin understands the cybersecurity and IT challenges that our clients face. In addition, the Board greatly values Mr. Martin’s international experience and his deep life sciences and healthcare expertise, a core industry area of focus for the Company.
[MISSING IMAGE: ic_paulemartin-pn.jpg]

2024 Proxy Statement
19
[MISSING IMAGE: ph_paolillo-4c.jpg]
Director since: 2018
65 years old
Independent
Committees:

Audit and Finance (Chair)

Security and Risk
Other Current Directorships:

Alight, Inc. (NYSE: ALIT)

UST Inc.
Prior Directorships:

Welltok, Inc.
Regina Paolillo
Retired Global Chief Operating Officer of TTEC Holdings, Inc.
Professional Experience

Global Chief Operating Officer at TTEC Holdings, Inc. (Nasdaq: TTEC) (formerly TeleTech Holdings, Inc.), between 2021 to 2022

Executive Vice President, Chief Financial & Administrative Officer of TTEC Holdings, Inc., between 2011 to 2021

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 L.P. 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 Limited, following its acquisition of Creditek Inc.

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

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

Began her career as an auditor at PricewaterhouseCoopers LLP

Serves as a member of the board of directors, head of the audit committee and member of nominating and governance committee of Alight, Inc. (NYSE: ALIT), a cloud-based provider of integrated digital human capital and business solutions

Serves as a member of the board of directors and audit committee of UST Inc., a provider of digital technology and transformation, information technology and services

Served as a member of the board of directors and head of the audit committee of Welltok, Inc., an enterprise software as a service company in the consumer health market, until its acquisition by Virgin Pulse in 2021
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.
[MISSING IMAGE: ic_reginapaolillo-pn.jpg]

20
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Election of Directors
[MISSING IMAGE: ph_richardson-4c.jpg]
Director since: 2021
61 years old
Independent
Committees:

Compensation and Human Resources

Security and Risk
Troy K. Richardson
Retired President of the Digital Thread group, PTC Inc.
Professional Experience

President of the Digital Thread group of PTC Inc. (Nasdaq: PTC), 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 European Company from 2012 to 2014

Held management positions at Hewlett-Packard Company, Xiocom Wireless, Inc., Novell, Inc., NCR Corporation and International Business Machines Corporation
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 provides the Board with additional perspective as Unisys implements its strategy of enhancing and expanding its solution portfolio, particularly in Digital Workplace Solutions and Cloud, Applications & Infrastructure Solutions.
[MISSING IMAGE: ic_troykrichardson-pn.jpg]

2024 Proxy Statement
21
[MISSING IMAGE: ph_roberts-4c.jpg]
Director since: 2011
71 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 of 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 International Business Machines 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

Served as a member of the board of directors of Inovalon, Inc. and QAD, Inc. until each was sold in 2021
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.
[MISSING IMAGE: ic_leedroberts-pn.jpg]

22
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Election of Directors
[MISSING IMAGE: ph_taylor-4c.jpg]
Director since: 2021
67 years old
Independent
Committees:

Compensation and Human Resources

Nominating and Corporate Governance
Other Current Directorships:

Pure Storage, Inc.
(NYSE: PSTG)

Thoughtworks Holding, Inc. (Nasdaq: TWKS)
Roxanne Taylor
Retired Senior Vice President & Chief Marketing and Communications Officer of Memorial Sloan-Kettering Cancer Center
Professional Experience

Senior Vice President & Chief Marketing and Communications Officer of Memorial Sloan-Kettering Cancer Center, a cancer treatment and academic medical center, 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 Group AG

Serves as a member of the board of directors, member of the Nominating and Governance Committee and Compensation and Talent Committee of Pure Storage, Inc. (NYSE: PSTG), a company that develops data storage hardware and software products

Serves as a member of the board of directors and member of the Audit Committee, Compensation Committee and Talent Committee of Thoughtworks Holding, Inc. (Nasdaq: TWKS), a global technology consultancy that integrates strategy, design and software engineering to enable enterprises and technology disruptors across the globe to thrive as modern digital businesses
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 benefits from this experience as Unisys 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 crisis communications.
[MISSING IMAGE: ic_roxannetaylor-pn.jpg]

2024 Proxy Statement
23
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 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 Nominating and Corporate Governance 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 director candidates.

The Nominating and Corporate Governance Committee also considers recommendations for Board membership received from stockholders and other qualified sources.
2
Review

With respect to existing directors, prior to making its recommendation to the full Board, the Nominating and Corporate Governance Committee, in consultation with the Chair of the Board and CEO and lead independent director, reviews each director’s continuation on the Board as a regular part of the annual nominating process.
3
Recommendation and Approval

After the Nominating and Corporate Governance Committee makes its recommendations, the full Board is responsible for final approval of new director candidates, as well as the nomination of existing directors for re-election.
Recommendations on director candidates must be in writing and addressed to the Chair of the Nominating and Corporate Governance Committee, c/o Secretary at our principal executive office, located at 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 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 Securities Exchange Act of 1934, as amended (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 2025 annual meeting, no later than March 3, 2025). If the date of the 2025 annual meeting 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 2025 annual meeting and the 10th calendar day following the date on which public announcement of the date of the 2025 annual meeting is first made by the Company.

24
[MISSING IMAGE: lg_unisys-pn.jpg]
   
   
Corporate Governance
Corporate Governance Principles
Our Board 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

Highly diverse and qualified board

Director skill set aligned with corporate strategy

Effective lead independent director

91% of directors standing for re-election are independent

Regular board refreshment and a mix of tenure

Limit on outside directorships

Mandatory retirement age of 74
Board Performance

Commitment to overseeing our approach to ESG

Annual board and committee self-evaluations

Regular executive sessions at Board and committee meetings

Strong alignment between Company performance and executive compensation

Director onboarding and continuing education programs

Stockholder Rights

Annual election of all directors

No stockholder rights plan

Majority voting for uncontested director elections

Supermajority voting provisions to protect certain stockholder rights

No super voting or low voting stock

Majority voting for directors in uncontested elections
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 CEO 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.

2024 Proxy Statement
25
Board Committees
The Board 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 Altabef
Nathaniel A. Davis
Matthew J. Desch
[MISSING IMAGE: ic_member-pn.jpg]
Philippe Germond
[MISSING IMAGE: ic_member-pn.jpg]
[MISSING IMAGE: ic_roundbull-pn.jpg]
Deborah Lee James
[MISSING IMAGE: ic_member-pn.jpg]
[MISSING IMAGE: ic_member-pn.jpg]
John A. Kritzmacher
[MISSING IMAGE: ic_member-pn.jpg]
[MISSING IMAGE: ic_member-pn.jpg]
Paul E. Martin
[MISSING IMAGE: ic_member-pn.jpg]
[MISSING IMAGE: ic_roundbull-pn.jpg]
Regina Paolillo
[MISSING IMAGE: ic_roundbull-pn.jpg]
[MISSING IMAGE: ic_member-pn.jpg]
Troy K. Richardson
[MISSING IMAGE: ic_member-pn.jpg]
[MISSING IMAGE: ic_member-pn.jpg]
Lee D. Roberts
[MISSING IMAGE: ic_roundbull-pn.jpg]
[MISSING IMAGE: ic_member-pn.jpg]
Roxanne Taylor
[MISSING IMAGE: ic_member-pn.jpg]
[MISSING IMAGE: ic_member-pn.jpg]
[MISSING IMAGE: ic_roundbull-pn.jpg]    Chair      [MISSING IMAGE: ic_member-pn.jpg]   Member
Audit and Finance Committee
Members:
Regina Paolillo (Chair)
John A. Kritzmacher
Paul E. Martin
Philippe Germond
Purpose:

The Audit and Finance Committee assists the Board in its oversight of:
(1)
the integrity of our financial statements and its financial reporting and disclosure practices;
(2)
the adequacy and effectiveness of its systems of internal controls regarding financial reporting and accounting compliance;
(3)
the qualifications, performance, independence, scope of responsibility and compensation of our independent registered public accounting firm;
(4)
the performance, scope of responsibility and compensation of our internal audit function; and
(5)
our compliance with legal and regulatory requirements and the adequacy and effectiveness of our ethical and environmental compliance programs.

The Audit and Finance Committee is also responsible for (i) the Company’s cybersecurity and other information technology controls and procedures, in conjunction with the Security and Risk Committee, (ii) pension oversight, and (iii) preparing the report required by the SEC to be included in the Company’s annual Proxy Statement.

The Audit and Finance Committee’s authority and responsibilities are specified in its charter, which may be accessed at our Investor Relations website at www.unisys.com/governance.
Independence and Qualifications:
The Board has determined that each member of the Audit and Finance Committee qualifies as independent under the listing standards of the NYSE and is financially literate and that Ms. Paolillo and Mr. Kritzmacher are each an “audit committee financial expert” as defined by the SEC.
Number of Meetings: 13

26
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Corporate Governance
Compensation and Human Resources Committee
Members:
Lee D. Roberts (Chair)
Matthew J. Desch
Deborah Lee James
Troy Richardson
Roxanne Taylor
Purpose:

The Compensation and Human Resources Committee:
(1)
oversees and recommends to the Board compensation changes for the CEO;
(2)
oversees the compensation of our other executive officers;
(3)
oversees the compensation-related policies and programs involving our executive officers and the level of benefits of officers and key employees;
(4)
reviews and recommends to the Board compensation of our directors;
(5)
reviews the senior executive succession plan and the senior executive leadership development process as presented by the CEO; and
(6)
reviews our human capital and people strategy as presented by the Chief Human Resources Officer (“CHRO”).

The Compensation and Human Resources Committee regularly reviews and approves our executive compensation strategy and principles to ensure they are aligned with our business strategy and objectives and with stockholder interests.

Under its charter, the Compensation and Human Resources Committee annually reviews and approves goals and objectives relevant to the compensation of the CEO, evaluates the performance of the CEO in light of those goals and objectives and makes recommendations to the independent members of the Board concerning the compensation of the CEO.

The Compensation and Human Resources Committee annually reviews and approves compensation levels of the other executive officers. To do so, the Compensation and Human Resources Committee solicits input from our CEO regarding the compensation of our other executive officers.

The Compensation and Human Resources Committee reviews and recommends to the Board the adoption of director compensation programs. The Company’s guidelines regarding the compensation of directors are described more fully under “Compensation of Directors” below.

Under its charter, the Compensation and Human Resources Committee annually reviews management’s assessment of risk as it relates to our compensation arrangements, practices, policies and programs for executive officers and other employees to determine whether such arrangements, practices, policies and programs encourage unnecessary or excessive risk taking and whether any risks arising from such arrangements, practices, policies and programs are reasonably likely to have a material adverse effect on the Company.

The Compensation and Human Resources Committee regularly receives reports and recommendations from management and from its outside compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to assist it in carrying out its responsibilities. During 2023, Meridian and its affiliates did not provide any additional services to the Company or its affiliates, and the work of Meridian has not raised any conflict of interest.

The Compensation and Human Resources Committee periodically reviews our human capital and people strategy, including regarding our culture, associate engagement and talent management, to assess alignment with achieving our long-term performance and growth objectives, including periodically reviewing our employee diversity, equity and inclusion policies, programs and initiatives and other recruitment, retention, development and internal human capital programs.

Details of the Compensation and Human Resources Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at our Investor Relations website at www.unisys.com/governance.
Independence and Qualifications:
The Board has determined that each member of the Compensation and Human Resources Committee qualifies as independent under the listing standards of the NYSE.
Number of Meetings: 5

2024 Proxy Statement
27
Nominating and Corporate Governance Committee
Members:
Philippe Germond (Chair)
Deborah Lee James
Lee D. Roberts
Roxanne Taylor
Purpose:

The Nominating and Corporate Governance Committee:
(1)
identifies and reviews candidates and recommends to the Board nominees for membership on the Board. The director nomination process and the factors considered by the committee when reviewing candidates are described in “Director Nomination Process”;
(2)
oversees the Company’s corporate governance, including developing and recommending to the Board the corporate governance guidelines adopted by the Board each year; and
(3)
oversees the evaluation of the Board of Directors, including reviewing annually with the Board the independence of outside directors and annually facilitating the Board’s self-assessment of its performance.

The Nominating and Corporate Governance Committee also reviews management’s report on our posture with respect to ESG and corporate social responsibility (“CSR”) matters.

Details of the Nominating and Corporate Governance Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at our Investor Relations website at www.unisys.com/governance.
Independence and Qualifications:
The Board has determined that each member of the of Nominating and Corporate Governance Committee qualifies as independent under the listing standards of the NYSE.
Number of Meetings: 4
Security and Risk Committee
Members:
Paul E. Martin (Chair)
John A. Kritzmacher
Regina Paolillo
Troy K. Richardson
Purpose:

The Security and Risk Committee assists the Board in its oversight responsibilities with regard to the Company’s organization-wide security and enterprise risk management practices, including:
(1)
overseeing the practices, procedures and controls that management uses to identify, manage and mitigate risks related to cybersecurity, privacy and disaster recovery and respond to incidents with respect thereto; and
(2)
overseeing the practices, procedures and controls that management uses to identify, manage and mitigate other key enterprise risks that the Company faces such as strategic, commercial, physical security, property, workplace safety, legal, regulatory, and reputational risks.

Details of the Security and Risk Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at our Investor Relations website at www.unisys.com/governance.
Independence and Qualifications:
The Board has determined that each member of Security and Risk Committee qualifies as independent under the listing standards of the NYSE.
Number of Meetings: 5

28
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Corporate Governance
Director Engagement
Board Meetings and Attendance; Executive Sessions
The Board held seven meetings in 2023. During 2023, 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).
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 2023 annual meeting of stockholders (the “2023 annual meeting”) attended that meeting.
In general, the non-employee directors meet in executive session at all regularly scheduled Board and committee 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.
[MISSING IMAGE: tb_annualboard-pn.jpg]
Board’s Role in Corporate Oversight
Strategic Oversight
In its oversight role, the Board 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 management regarding the formulation and implementation of our strategic goals. Once the business strategy has been determined, it is the responsibility of management to execute the strategy in alignment with our operating plan. The Board monitors management’s performance against our strategic goals by receiving regular updates from management, actively engaging in dialogue with our senior leaders, and reviewing our performance against our operating plan.
Board and Committee Oversight of Enterprise Risk
Enterprise risk management (“ERM”) is an integral part of our business processes. The leadership team is primarily responsible for establishing policies and procedures designed to identify, assess and manage the Company’s material short-, intermediate-, and long-term risks. Management has an ERM committee, comprised of the members of our leadership team and supported by other executives with subject-matter expertise, that provides oversight of enterprise risks and our processes to identify, measure, monitor, manage and mitigate these risks. We regularly engage outside advisors, as appropriate, to assist in the identification and evaluation of risks. Our risk oversight processes and disclosure

2024 Proxy Statement
29
controls and procedures are designed to appropriately escalate key risks for the Security and Risk Committee and the Board as well as to analyze potential risks for disclosure.
The Security and Risk Committee oversees the ERM process, including reviews of the most significant risks the Company faces and the manner in which our management manages these risks, and regularly reports and escalates key risks to the Board. In accordance with NYSE Corporate Governance Standards, the Audit and Finance Committee charter assigns to the Audit and Finance Committee the responsibility to discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Security and Risk Committee charter separately assigns to the Security and Risk Committee the responsibility to review our policies and procedures with respect to risk assessment and risk management. Annually, we conduct a formal risk assessment of our business, which includes input from key business unit and functional leaders as well as our directors that provides the basis for the Audit and Finance Committee’s, the Security and Risk Committee’s and Board’s risk review and oversight process. Our Board and its committees routinely receive reports from significant business units and functions, and these presentations include a discussion of the business, regulatory, compliance, operational, and other risks associated with planned strategies and tactics. The Board adopted a framework pursuant to which it delegated oversight for certain categories of enterprise risks to each of its standing committees, as discussed above and shown below. Each committee provides periodic reports to the Board regarding its oversight of these enterprise risks. This structure enables the Board and its committees to coordinate the risk oversight role.
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.
[MISSING IMAGE: ic_traingledown-pn.jpg]
Audit and Finance Committee
Security and Risk Committee

Receives quarterly reports from the Chief Financial Officer, Corporate Controller, General Counsel, Chief Compliance Officer, our internal audit function and our independent registered public accounting firm.

Regularly reviews with management the Company’s liquidity and capital structure.

Oversees, in conjunction with the Security and Risk Committee, our cybersecurity and other information technology controls and procedures.

Oversees named plan fiduciaries responsible for the administration and the management and investment of our pension assets as well as the performance of pension plan investments.

Has oversight responsibilities with regard to our organization-wide security and ERM practices, including cybersecurity, privacy and disaster recovery.

Responsible for discussing with the leadership team our major financial risk exposures (other than with respect to financial reporting and executive compensation) and the steps management has taken to identify, manage and mitigate those exposures, including our risk assessment and risk management policies.
Nominating and Corporate Governance Committee
Compensation and Human Resources Committee

Annually reviews our corporate governance guidelines and their implementation.

Regularly reviews and monitors other matters relating to the corporate governance of the Company.

Annually reviews the leadership team’s assessment of risk as it relates to the Company’s compensation arrangements.
[MISSING IMAGE: ic_traingledown-pn.jpg]
MANAGEMENT

Our Internal Audit Function is responsible for evaluating and improving the effectiveness of the organization’s risk management, control, and governance processes. It provides objective assurance and advisory services designed to add value to the organization.

Our leadership team regularly evaluates these controls, and the Internal Audit Function reports quarterly to the Audit and Finance Committee regarding their design and effectiveness.

30
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Corporate Governance
Cybersecurity Oversight
The Security and Risk Committee’s responsibilities include reviewing crisis preparedness and incident response plans, monitoring our enterprise risk profile and its ongoing and potential exposure to risks of various types, reviewing summaries of any incidents or activities, reviewing reports or presentations from management or advisors, including third-party experts, regarding the management of enterprise risk programs, periodically meeting with the Chief Information Security Officer (“CISO”) and Chief Privacy Officer (“CPO”) and periodically briefing the full Board on cybersecurity matters.
Additionally, the Audit and Finance Committee has general oversight over our cybersecurity as it relates to responsibility for our internal audit function, including cybersecurity practices, compliance with legal and regulatory requirements and internal control over financing reporting. In November 2023, the Audit and Finance Committee charter was amended to ensure that it, in conjunction with the Security and Risk Committee, reviews our cybersecurity and other information technology controls and procedures no less than annually.
Management’s Disclosure Committee assists in fulfilling our obligations to maintain disclosure controls and procedures and coordinates and oversees the process of preparing our periodic securities filings with the SEC. Cybersecurity incidents, based on their severity, are escalated to the Disclosure Committee by our Security Incident Response Team. The Disclosure Committee is comprised of the CEO, Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), General Counsel, Chief Compliance Officer and Chief Accounting Officer (“CAO”). The COO represents our business units and the CISO reports to the COO. The Disclosure Committee meets on a quarterly basis and more often, if necessary, and invites subject matter experts to meetings, as appropriate. We have policies and procedures in place designed to provide appropriate information of any matters to our Disclosure Committee that should be considered in advance of applicable public filings, including cybersecurity matters, and to address the proper handling and escalation of information to management and the Board or a committee of the Board, including the Security and Risk Committee and the Audit and Finance Committee.
In addition to the oversight of the Board, members of our management, including our CISO, CPO and Chief Information Officer, are responsible for assessing and managing material cybersecurity risks.
   
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 or to the non-employee directors as a group by writing to them c/o Secretary, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422. All communications directed to Board members will be delivered to them.

2024 Proxy Statement
31
Other Governance Policies and Procedures
Corporate Governance Guidelines
The Board 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 CEO, CFO and CAO and 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 CEO, CFO or CAO or controller) at this location on its website.
Related Party Transactions
The Company is required to disclose any transactions since the beginning of 2023 (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 CEO 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.
Compensation Committee Interlocks and Insider Participation
In 2023, the members of our Compensation and Human Resources Committee were Matthew J. Desch, Deborah Lee James, Troy Richardson, Roxanne Taylor and Lee D. Roberts, our chair of the Compensation and Human Resources Committee. None of the members of our Compensation and Human Resources Committee in 2023 was at any time during 2023 or at any other time an officer or employee of the Company or any of its subsidiaries, and none had or have any relationships with the Company that are required to be disclosed under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has served as a member of the Board, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board or our Compensation and Human Resources Committee.

32
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Corporate Governance
Compensation of Directors
Our current compensation program for non-employee members of the Board is summarized below:
Annual Retainers
Cash $ 85,000
Equity
having a value of  $200,000
Additional Cash Retainer Chair Member
Lead Independent Director $ 50,000
Committees
Audit and Finance
$ 30,000 $ 12,000
Compensation and Human Resources
$ 20,000 $ 10,000
Nominating and Corporate Governance
$ 16,250 $ 7,500
Security and Risk
$ 16,500 $ 7,500
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 the form of equity. 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, other than directors’ fees. 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 on February 8, 2023, the Board approved a annual equity grant to each non-employee director, effective on February 28, 2023. For each non-employee director other than Mr. Kritzmacher, the grant was for a number of shares of Unisys common stock determined 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 28, 2023, each non-employee director as of that date other than Mr. Kritzmacher received an annual grant of 40,161 shares.
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. Mr. Kritzmacher joined the Board during 2022, but after 2022 annual director grants were made. Accordingly, Mr. Kritzmacher’s 2023 annual equity grant was enlarged by an amount equal to a pro-rata portion of the 2022 grant. As a result, he received a number of shares of Unisys common stock determined by dividing $233,333.33 by the fair market value of a share of Unisys common stock on the grant date and rounding up to the nearest whole share, resulting in an annual grant to him of 46,854 shares.
Directors may defer receipt of the shares underlying their shares until termination of service, or until a specified date, under our deferred compensation plan for directors.
The annual cash retainers described above are paid in monthly installments. 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. Directors do not have the right to vote with respect to any deferred stock units. 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 additional compensation for their services as directors. The following table provides a summary of the compensation of non-employee directors serving during 2023:

2024 Proxy Statement
33
Name
Fees
Earned
or Paid
in Cash(1)
($)
Stock
Awards(2)
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
All Other
Compensation
($)
Total
($)
Nathaniel A. Davis
Lead Independent Director
135,000 200,002 335,002
Matthew J. Desch
95,000 200,002 295,002
Denise K. Fletcher
Former Chair, Audit and Finance Committee
51,042 200,002 251,044
Philippe Germond
Chair, Nominating and Corporate Governance Committee
103,605 200,002 303,607
Deborah Lee James
102,500 200,002 302,502
John A. Kritzmacher
104,320 233,333 337,653
Paul E. Martin
Chair, Security and Risk Committee
113,320 200,002 313,322
Regina Paolillo
Chair, Audit and Finance Committee
115,000 200,002 315,002
Troy K. Richardson
103,153 200,002 303,155
Lee D. Roberts
Chair, Compensation and Human Resources Committee
112,320 200,002 312,322
Roxanne Taylor
102,500 200,002 302,502
(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 19 to our 2023 financial statements included in the Annual Report. Includes awards that have been deferred under the deferred compensation plan for directors.
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 of December 31, 2023, all directors are compliant with exception of those with a grace period based on less than five years of their date of election. The number of shares owned by each director is set forth in the stock ownership table on page 77.
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

34
[MISSING IMAGE: lg_unisys-pn.jpg]
   
   
Proposal 2
Advisory Vote to Approve
Executive Compensation
In accordance with Section 14A of 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 approving the 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 35, 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 2023 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 2023.
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 2024 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.
[MISSING IMAGE: ic_roundtick-pn.jpg]
The Board of Directors recommends a vote “FOR” the non-binding advisory resolution approving the compensation of the Company’s named executive officers as described in this Proxy Statement.
[MISSING IMAGE: art_propexecutive-pn.jpg]

2024 Proxy Statement
35
Compensation Discussion & Analysis
Section
Page
Executive Summary 35
What Guides Our Program 39
2023 Executive Compensation Program 46
Other Executive Compensation Practices and Policies 51
This section details the objectives and elements of the Unisys executive compensation program, describes the related processes of our Compensation and Human Resources Committee (referred to in this Compensation Discussion and Analysis section as “CHRC” or the “Committee”), and discusses the compensation earned by our Named Executive Officers (“NEOs”). For 2023, our NEOs were:

Peter Altabef — Chair and CEO

Debra McCann — Executive Vice President and Chief Financial Officer

Teresa Poggenpohl — Senior Vice President and Chief Marketing Officer

Michael M. Thomson — President and Chief Operating Officer

Katherine Ebrahimi — Senior Vice President and Chief Human Resources Officer(1)

Claudius Sokenu — Former Senior Vice President, General Counsel, Secretary and Chief Administrative Officer(2)
(1)
Ms. Ebrahimi will step down from her role as Senior Vice President, Chief Human Resources Officer and separate from Unisys on March 31, 2024. Severance payable to Ms. Ebrahimi is described under the “Transition Agreement with Ms. Ebrahimi” section.
(2)
Mr. Sokenu ceased to serve as Senior Vice President, General Counsel, Secretary and Chief Administrative Officer on June 30, 2023.
Executive Summary
Stockholder Outreach
We make comprehensive efforts to proactively engage our stockholders to obtain important feedback, including discussing how our executive compensation program supports our strategy. In the past, 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 2022 and 2023 annual stockholders’ meetings with more than 97% of the shares voted in favor in 2022 and 84.5% in 2023. We remain engaged with stockholders and will continue to address stockholder 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.
[MISSING IMAGE: pc_sayonpaysupport-pn.jpg]

36
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Advisory Vote to Approve Executive Compensation
2023 Financial Results
The table below illustrates a three-year lookback and progression of revenue growth, operating profit margin and non-GAAP operating profit margin. For the year ended 2023, revenue increased 1.8%, operating profit was 3.8% and non-GAAP operating profit was 7.0%.
[MISSING IMAGE: bc_lookback-pn.jpg]
(1)
For a discussion and reconciliation of our GAAP measures to non-GAAP measures, please see Appendix A to this Proxy Statement and the earnings release attached as Exhibit 99.1 to our Current Report on Form 8-K furnished with the SEC on February 21, 2024 (but such report shall not be deemed to be incorporated by reference to this Proxy Statement).

2024 Proxy Statement
37
How Did We Perform in 2023?
In 2023, we exceeded our upwardly revised full-year guidance ranges. During the year, we grew our backlog, signed 18% more New Business total contract value (“TCV”) than the prior year, and expanded our New Business pipeline. We progressed towards our long-term financial goals and are particularly pleased with our full-year free cash flow performance, which improved by nearly $70 million year-over-year.
During 2023, our revenue increased 1.8% year-over-year on a reported basis, an increase of 1.6% in constant currency. Operating profit margin and non-GAAP operating profit margin were 3.8% and 7.0%, respectively. Net loss as a percentage of revenue and adjusted EBITDA as a percentage of revenue were (21.4)% and 14.2% respectively. For a reconciliation of our GAAP measures to non-GAAP measures, please see Appendix A to this Proxy Statement and the earnings release attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 21, 2024 (but such report shall not be deemed to be incorporated by reference to this Proxy Statement).
Revenue
Operating Profit
Margin
Non-GAAP
Operating
Profit Margin
Net Loss as a
Percentage of
Revenue
Adjusted EBITDA as
a Percentage of
Revenue
2023 Actual
$2,015.4M
3.8%
7.0%
(21.4)%
14.2%
The global GAAP pension deficit increased during 2023 by approximately $160 million to approximately $700 million. Approximately, $70 million of this increase was due to the purchase of insurance contracts in our overfunded UK plans, using plan assets, as the first step towards an anticipated full-risk transfer of those plans. The remainder of the deficit increase was due primarily to lower discount rates. During the year, we executed our pension management strategy with two annuity purchases that transferred an aggregate of approximately $500 million in pension liabilities to a third-party insurer. These transactions were funded with plan assets.
In 2023, we had operating cash flow of  $74.2 million, ($4.5) million of free cash flow and $43.5 million of pre-pension free cash flow. We had approximately $387.7 million in cash and cash equivalents on the balance sheet as of December 31, 2023.

38
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Advisory Vote to Approve Executive Compensation
2023 Compensation Highlights
Pay Component
What We Did
Why We Did It
Base Salary
In 2023, Mr. Thomson, Ms. McCann and Mr. Sokenu received 5.5%, 7.0% and 5.0% increases respectively in base salary based on market considerations. No other NEOs received base salary increases in 2023.
[MISSING IMAGE: ic_forarrow-pn.jpg]
The increases in Mr. Thomson, Ms. McCann and Mr. Sokenu’s base salaries are based on performance and market considerations.
Short-Term
Incentives (“STI”)
No NEOs received STI target percentage increases in 2023.
Removal of Free Cash Flow (FCF) Metric
In 2023, we removed the Free Cash Flow metric from the STI program while placing greater weighting on both Revenue and Non-GAAP Operating Profit. Free Cash Flow remains a highly important focus for the Company.
Non-Financial DEI Metric
For 2023, the Company modified the DEI Metric component of the STI that was first introduced in 2022 to reflect 100% female representation, at senior manager and above levels, for global consistency. Previously, the metric was weighted on 50% female and 50% Underrepresented Ethnic Groups (UREG) for the US and 100% female representation for the rest of the world. The UREG metric remains an important tracked Company metric, reflecting its strategic importance and the Company’s commitment to fostering a diverse and inclusive workplace, but it is no longer directly tied to the STI program in 2023.
Non-Linear Performance Ranges
In 2023, the Company implemented non-linear performance ranges to flatten the curve and ensure stability around target performance results.
[MISSING IMAGE: ic_forarrow-pn.jpg]
We believe the success of this critical human capital measure continues to support our strategy in creating an equitable workforce that improves our organization, local communities and society. At Unisys, our commitment to our greatest strength, our people, will never change. We understand that our growth, success and competitiveness as a company depend on our ability to foster an inclusive culture, ensure diverse perspectives, and cultivate a strong sense of belonging.
CEO Target Bonus Reduction
Beginning in 2023, the CEO target bonus was reduced from 140% to 120% of base salary to reflect his commitment to Company financials and bottom-line performance.
The maximum payout design for all NEOs remains at 200% of each NEOs annual target based on achievement of both individual and performance metrics.
Long-Term
Incentives (“LTI”)
In 2023, we realigned the mix of performance measures between shares and cash for our LTI awards to carefully manage share usage, to minimize dilution and conserve our equity reserves.
[MISSING IMAGE: ic_forarrow-pn.jpg]
This structure ensures that our executives are incentivized for their ongoing contributions and their role in driving sustainable long-term growth.
2023 LTI awards were based on time-based Restricted Stock Units (RSUs), performance-based TSR RSUs, performance-based TSR Cash, performance-based Non-GAAP Operating Profit Cash, and performance-based stock price appreciation RSUs to further incent behaviors in driving stock price appreciation and stockholder value.
[MISSING IMAGE: ic_forarrow-pn.jpg]
We remain optimistic about our future and are confident that these measures will lead to enhanced stockholder value.
After conducting a comprehensive review of their market positioning, select NEOs and executive officers received increased LTI award values in 2023.
CEO LTI Target Reduction
Beginning in 2023, the CEO LTI target was reduced by $1.25 million to reflect his commitment to the Company financials and bottom-line performance.

2024 Proxy Statement
39
What Guides Our Program
Our Principles-Based Philosophy
Our executive compensation program is designed to align the interests of our executives with those of our stockholders 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 these objectives are achieved through application of the following principles:
Alignment with Long-Term Stockholders’ Interests
Our NEOs’ interests are directly aligned with our stockholders’ 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 further supports our continued focus on driving stockholder value creation.
Competitiveness
Total compensation is competitive to attract qualified individuals, motivate performance and retain executives with the abilities and skills needed to foster long-term stockholder value creation.
Motivating Achievement of Financial Goals and Strategic Objectives
A significant portion of overall compensation is dependent on the achievement of our short and long-term financial goals and strategic objectives to create value in the long-term, which is a key pillar of our Pay for Performance philosophy.
Rewarding Superior Performance
Although total compensation is competitive at the target performance level, performance that exceeds target is appropriately rewarded. This is balanced with 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 evolve to continue to create value. Our compensation programs are tailored to our strategic priorities (which may impact how we calibrate incentive plan payouts to various levels of performance) along with stockholder feedback and macroeconomic factors.

40
[MISSING IMAGE: lg_unisys-pn.jpg]
|
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.
Element
Target Mix
Description
Why is it provided
CEO
Other NEOs
Fixed
Base Salary
[MISSING IMAGE: pc_ceo16perc-pn.jpg]
[MISSING IMAGE: pc_neo24perc-pn.jpg]
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
Vari­able, At-risk
STI
[MISSING IMAGE: pc_incentive-pn.jpg]
[MISSING IMAGE: pc_paid-pn.jpg]
Paid annually in cash under the Executive Variable Compensation (“EVC”) Plan

Focuses NEOs on achieving rigorous annual performance goals aligned with the Company’s annual operating plan to drive long-term stockholder value creation
LTI
[MISSING IMAGE: pc_longterm-pn.jpg]
[MISSING IMAGE: pc_combination-pn.jpg]
Paid under the LTI Plan using a combination of equity and cash

Primarily focused on performance metrics, while maintaining a time-based award to focus NEOs on long-term goals strongly aligned to drive stockholder 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” ​(84% for our CEO and an average of 76% for our other NEOs).
[MISSING IMAGE: pc_compensation-pn.jpg]

2024 Proxy Statement
41
Mix of Performance Measures
The performance measures included in the 2023 EVC and LTI plans are summarized below. These measures are aligned with our strategy, tracked regularly and used to manage and measure financial and non-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 stockholder engagement efforts:
2023 Performance Measures
Metric
Details
% of STI
% of
LTI*
Relative Total
Stockholder
Return (“rTSR”)
Unisys’ TSR positioning among the constituent companies of the Russell 2000 Index over multiple performance periods.
N/A
8%-17%
Non-GAAP
Operating
Profit
This measure excludes pretax postretirement expense and pretax charges in connection with certain legal matters related to professional services and legal fees, including legal defense costs, associated with certain legal proceedings, and cost-reduction activities and other expenses.
Non-GAAP Operating Profit is subject to adjustment by the 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.
For a discussion and reconciliation of our GAAP measures to non-GAAP measures, please see Appendix A to this Proxy Statement and the earnings release attached as Exhibit 99.1 to our Current Report on Form 8-K furnished with the SEC on February 21, 2024 (but such report shall not be deemed to be incorporated by reference to this Proxy Statement).
40%
8%-17%
Stock Price Performance
Based upon the achievement of stock price hurdles (“Price Targets”) measured over a three-year period. The price targets are achieved if the 20 consecutive 20-trading day averages within the Performance Period equals or surpasses a price target. Metric was added to further incent behaviors in driving stock price appreciation and stockholder value.
N/A
0%-27%
Revenue
This metric reflects Unisys’ total revenue. Revenue is subject to adjustment by the Compensation and Human Resources Committee of the Board of Directors when there are special items related to discontinued operations or significant non-operational items.
45%
N/A
DEI
Metric added in 2022 with weighting modified to 15% gender diversity in 2023
15%
N/A
*
The percentage of LTI for each metric will vary by NEO due to the difference in the stock price performance awards.
How Performance Targets are Established
The figure below depicts the process and factors that we use to set the performance targets for our STI and LTI 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.

42
[MISSING IMAGE: lg_unisys-pn.jpg]
|
Advisory Vote to Approve Executive Compensation
[MISSING IMAGE: fc_estimate-pn.jpg]
Governance Best Practices
The CHRC 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:
[MISSING IMAGE: ic_roundtick-pn.gif] What We Do
[MISSING IMAGE: ic_greentick-pn.jpg]
Provide the majority of compensation in performance-based pay
[MISSING IMAGE: ic_greentick-pn.jpg]
Maintain stock ownership guidelines for officers and directors (excludes stock options)
[MISSING IMAGE: ic_greentick-pn.jpg]
Cap incentive plan at 2x target; no payouts below threshold
[MISSING IMAGE: ic_greentick-pn.jpg]
Maintain a clawback policy
[MISSING IMAGE: ic_greentick-pn.jpg]
Reflect multi-dimensional performance using earnings, revenue, cash and market performance with a mix of relative and absolute goals; 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
[MISSING IMAGE: ic_greentick-pn.jpg]
Have change in control agreements with double-trigger severance provisions
[MISSING IMAGE: ic_greentick-pn.jpg]
Conduct annual compensation program risk assessment
[MISSING IMAGE: ic_greentick-pn.jpg]
Adhere to an insider trading policy
[MISSING IMAGE: ic_greentick-pn.jpg]
Use an independent compensation consultant engaged by and reporting directly to the CHRC
[MISSING IMAGE: ic_roundcross-bw.gif] What We Don’t Do
×
Excise tax gross-ups on a change in control
×
Excessive severance in a change in control or termination
×