DEF 14A of Unisys Corp, Mar 22, 2024

DEF 14A of Unisys Corp

Filed Mar 22, 2024 · FY20230001104659-24-037875

Open on EDGAR

  1. Director Nominees

    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.

  2. Director Nominees

    | Name and Primary Occupation | | Age | Director Since | Committee Membership | | | | Gender | Race | | | | | | AFC | CHRC | NCGC | SRC | | | | | Peter Altabef, CHAIR OF THE BOARD Chief Executive Officer, Unisys Corporation | 64 | 2015 | | | | | MA | WH | | | Nathaniel A. Davis, LEAD INDEPENDENT DIRECTOR IND Retired Chairman of the Board and Chief Executive Officer, Stride, Inc. | 70 | 2011 | | | | | MA | AA | | | Matthew J. Desch IND Chief Executive Officer, Iridium Communications Inc. | 66 | 2019 | | M | | | MA | WH | | | Philippe Germond IND Partner, Barber Hauler Capital Advisers | 67 | 2016 | M | | C | | MA | WH | | | Deborah Lee James IND Retired U.S. Secretary of the Air Force | 65 | 2017 | | M | M | | FE | WH | | | John A. Kritzmacher IND Retired Executive Vice President and Chief Financial Officer, John Wiley & Sons, Inc. | 63 | 2022 | M | | | M | MA | WH | | | Paul E. Martin IND Retired Senior Vice President and Chief Information Officer, Baxter International, Inc. | 66 | 2017 | M | | | C | MA | AA | | | Regina Paolillo IND Retired Global Chief Operating Officer, TTEC Holdings, Inc. | 65 | 2018 | C | | | M | FE | WH | | | Troy K. Richardson IND Retired President of the Digital Thread group of PTC Inc. | 61 | 2021 | | M | | M | MA | AA | | | Lee D. Roberts IND Chief Executive Officer and President, BlueWater Consulting, LLC | 71 | 2011 | | C | M | | MA | WH | | | Roxanne Taylor IND Retired Senior Vice President and Chief Marketing and Communications Officer, Memorial Sloan-Kettering Cancer Center | 67 | 2021 | | M | M | | FE | WH |

  3. Director Nominees

    | 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 |

  4. Director Nominees

    | 2024 Proxy Statement | 3 |

  5. Information Regarding Nominees

    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.

  6. Information Regarding Nominees

    | 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. |

  7. Information Regarding Nominees

    | 2024 Proxy Statement | 13 |

  8. Information Regarding Nominees

    | 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. |

  9. Information Regarding Nominees

    | 14 | | | | Election of Directors |

  10. Information Regarding Nominees

    | 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. |

  11. Information Regarding Nominees

    | 2024 Proxy Statement | 15 |

  12. Information Regarding Nominees

    | 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. |

  13. Information Regarding Nominees

    | 16 | | | | Election of Directors |

  14. Information Regarding Nominees

    | 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. |

  15. Information Regarding Nominees

    | 2024 Proxy Statement | 17 |

  16. Information Regarding Nominees

    | 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. |

  17. Information Regarding Nominees

    | 18 | | | | Election of Directors |

  18. Information Regarding Nominees

    | 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. |

  19. Information Regarding Nominees

    | 2024 Proxy Statement | 19 |

  20. Information Regarding Nominees

    | 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. |

  21. Information Regarding Nominees

    | 20 | | | | Election of Directors |

  22. Information Regarding Nominees

    | 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. |

  23. Information Regarding Nominees

    | 2024 Proxy Statement | 21 |

  24. Information Regarding Nominees

    | 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. |

  25. Information Regarding Nominees

    | 22 | | | | Election of Directors |

  26. Information Regarding Nominees

    | 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. |

  27. Information Regarding Nominees

    | 2024 Proxy Statement | 23 |

  28. Compensation of Directors

    Compensation of Directors Our current compensation program for non-employee members of the Board is summarized below:

  29. Compensation of Directors

    | 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 |

  30. Compensation of Directors

    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:

  31. Compensation of Directors

    | 2024 Proxy Statement | 33 |

  32. Compensation of Directors

    | 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 |

  33. Compensation of Directors

    (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.

  34. Our Principles-Based Philosophy

    | 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. |

  35. Mix of Performance Measures

    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:

  36. 2023 Performance Measures

    2023 Performance Measures

  37. 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 |

  38. 2023 Performance Measures

    * The percentage of LTI for each metric will vary by NEO due to the difference in the stock price performance awards.

  39. Governance Best Practices

    | What We Do | | Provide the majority of compensation in performance-based pay Maintain stock ownership guidelines for officers and directors (excludes stock options) Cap incentive plan at 2x target; no payouts below threshold Maintain a clawback policy Reflect multi-dimensional performance using earnings, revenue, cash and market performance with a mix of relative and absolute goals; assess performance over multiple time periods with 1-year performance in the STI and 1 year, 2-year and 3-year performance periods in the performance-based component of the LTI Have change in control agreements with double-trigger severance provisions Conduct annual compensation program risk assessment Adhere to an insider trading policy Use an independent compensation consultant engaged by and reporting directly to the CHRC |

  40. Governance Best Practices

    | 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 hedging transactions, speculation, short sales, margin accounts or pledging Unisys securities × Automatic vesting of equity upon a change in control × Stock option repricing, reloads, or cash buyouts × Discounted stock options or SARs × Liberal change in control definition |

  41. Roles and Responsibilities

    | Independent Compensation Consultant | | The Committee retains and regularly consults with an independent compensation consultant, Meridian. To ensure the Committee receives independent and unbiased advice and analysis, the consultant is prohibited from providing any services to Company leadership. Under its charter, the Committee has sole authority to retain and terminate outside compensation consultants, including the authority to approve the consultant’s fees and other retention terms. The consultant maintains active engagement with the Committee chair and reports to the committee. The Committee annually reviews the independence of the consultant’s work under rules adopted by the SEC and NYSE and has found no conflicts. | | In 2023, Meridian performed duties requested by the Committee including: | | (1) conducting a risk assessment | | (2) providing recommendations on the composition of the peer group; | | (3) analyzing executive and director compensation in comparison to market references; | | (4) updating the Committee on executive compensation and governance market trends; | | (5) advising the committee on STI and LTI plan designs; | | (6) reviewing disclosures related to executive and director compensation; | | (7) providing data, analysis and advice for review of Mr. Altabef’s compensation, which is then recommended to and approved by the independent members of the Board; | | (8) regularly attending meetings and joining from time to time in executive sessions with the Committee without the presence of management; and | | (9) supporting requests from the Committee. |

  42. Peer Group

    Peer Group The executive compensation program considers market compensation practices of companies with which the Company competes or could compete for executive talent (the “peer group”) and/ or business. As part of its process, the Committee compares the Company’s overall compensation structure (mix of pay) and levels for the NEOs (total annual compensation, as well as each component of total compensation) to be within a reasonable range of the peer group median. The Committee’s selection of peer group companies is based on input from the Committee’s compensation consultant, business judgment and the following selection criteria:

  43. Peer Group

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

  44. Peer Group

    The Committee regularly reviews the composition of the peer group and its selection criteria to ensure that they remain appropriate in light of the evolving competitive landscape, including consideration of merger and acquisition activity. In July 2022 as part of the annual review, the Committee’s compensation consultant recommended, and the Committee approved, the following peer group of companies for setting 2023 executive compensation:

  45. Peer Group

    | 2023 Compensation Peer Group | | | Booz Allen Hamilton Holding Corporation CACI International Inc. EPAM Systems, Inc. Fortinet Inc. ICF International Inc. ManTech International Corporation MAXIMUS, Inc. NetScout Systems, Inc. | Palo Alto Networks, Inc. Science Applications International Corporation Sabre Corporation Teradata Corporation Tyler Technologies, Inc. TTEC Holding, Inc. V2X, Inc. Verint System, Inc. |

  46. Peer Group

    | 46 | | | | Advisory Vote to Approve Executive Compensation |

  47. Short-Term Incentive Compensation

    Short-Term Incentive Compensation The NEOs are eligible to receive an annual cash incentive payment through the EVC plan, which is designed to incentivize executives to attain short-term performance goals aligned with the Company’s annual operating plan as a part of our Pay for Performance philosophy. The Committee has the discretion to determine the criteria applicable to incentive payments and the amounts of such payouts. For 2023, the awards paid to NEOs under the EVC plan depended upon (a) the NEO’s target incentive opportunity and (b) the degree to which the Company performance goals were met. In 2023, target award opportunities for NEOs were based on market considerations and stated as a percentage of actual earned base salary. The following table summarizes the target award opportunities for NEOs in 2023:

  48. Short-Term Incentive Compensation

    | NEO | 2023 Target Award Opportunity (as % of actual earned base salary) | 2023 Target Award Opportunity ($) | | Peter Altabef* | 120% | $1,189,200 | | Debra McCann | 95% | $508,250 | | Michael M. Thomson | 110% | $737,000 | | Teresa Poggenpohl | 95% | $441,750 | | Katherine Ebrahimi | 95% | $394,250 | | Claudius Sokenu** | 95% | $498,750 |

  49. Short-Term Incentive Compensation

    * In 2023, Mr. Altabef’s target bonus was reduced from 140% to 120% to reflect his commitment to the Company financials and bottom-line performance. ** Mr. Sokenu voluntarily exited the Company on June 30, 2023 and therefore did not receive a 2023 STI award.

  50. Short-Term Incentive Compensation

    | 2024 Proxy Statement | 47 |

  51. Short-Term Incentive Compensation

    The Committee reviews the performance measures under the EVC plan on an annual basis to ensure they support our operating plan and keep our NEOs focused on attaining rigorous short-term goals. Corporate Non-GAAP Operating Profit minimum performance achievement of 50% of target is required for the EVC plan to fund for the performance year. For 2023, we exceeded the minimum performance requirement. Below are the 2023 performance measures and their respective 2023 payout curves. We believe these measures are the most effective in assessing the success of our business strategy.

  52. Short-Term Incentive Compensation

    | Measure | Weighting | 2023 | | | Revenue | | 90%-110% | | | Non-GAAP Operating Profit | | 65%-130% | | | DEI | | -1%-+2% (of target) | The DEI metric funds 50% at one percentage point achievement below target, 100% at target and 200% at two percentage points above target. Funding is interpolated on a straight-line basis between threshold and target, as well as between target and maximum. |

  53. Short-Term Incentive Compensation

    The Committee set threshold, target, and maximum payout opportunities in 2023 for each measure as shown below:

  54. Short-Term Incentive Compensation

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

  55. Short-Term Incentive Compensation

    | 48 | | | | Advisory Vote to Approve Executive Compensation |

  56. Short-Term Incentive Compensation

    The table below summarizes the threshold, target and maximum performance levels for determining EVC payouts for each performance measure for 2023.

  57. Short-Term Incentive Compensation

    | Measure (Unisys Corporate) | Metric(1) | | | Weight | Adjusted Results(2) | | | | | Threshold | Target | Maximum | | Results | Funding by Metric | Weighted by Metric | | Revenue ($M) | | | | | 100% | 101.7% | 45.8% | | Non-GAAP Operating Profit ($M) | | | | | 116% | 137.1% | 54.9% | | Non- Financial (DEI) Women Globally | | | | | 102% | 120.0% | 18.0% | | | | | | | | | 118.6% |

  58. Short-Term Incentive Compensation

    (1) Payout ratios for Revenue and Non-GAAP Operating Profit are based on non-linear performance curves providing for softening of the curve above or below target performance achievement and then interpolated as shown in the table below. Payout ratios for DEI at performance levels between Threshold-Target and Target-Maximum are interpolated on a straight-line basis. 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). (2) 2023 EVC funding for Revenue and Non-GAAP Operating Profit results have been adjusted downward to reflect certain items that were not originally included in the target at the discretion of the Committee. In the absence of these adjustments, the 2023 EVC would have been funded at 140.7%. The following table shows the 2023 EVC targets and the actual awards paid to the NEOs under the EVC plan.

  59. Short-Term Incentive Compensation

    | NEO | 2023 EVC Target | Total Amount Paid | Total Amount Paid as % of 2023 EVC Target | | Peter Altabef | $1,189,200 | $1,410,391 | 118.6% | | Debra McCann | $508,250 | $602,785 | 118.6% | | Michael M. Thomson | $737,000 | $874,082 | 118.6% | | Teresa Poggenpohl | $441,750 | $523,916 | 118.6% | | Katherine Ebrahimi | $394,250 | $467,581 | 118.6% | | Claudius Sokenu* | $498,750 | $0 | — |

  60. Short-Term Incentive Compensation

    * Mr. Sokenu voluntarily exited the company on June 30, 2023 and therefore did not receive a 2023 STI award. Long-Term Incentive Compensation The LTI plan is designed to provide executives with a continuing stake in our long-term success and to align their interests with those of our stockholders. The LTI plan provides equity and cash-based awards. For 2023, the Committee used a combination of long-term incentive vehicles, including Time-Based RSUs, rTSR-Based RSUs, rTSR-Based Cash, Non-GAAP Operating Profit-Based Cash, and Stock Price Performance RSUs. These vehicles focus NEOs on driving long-term stockholder value creation, as well as fostering leadership stability.

  61. Short-Term Incentive Compensation

    | 2024 Proxy Statement | 49 |

  62. Short-Term Incentive Compensation

    | Element of LTI | Overview of Design | | | | | | Time-Based RSUs | Vest 1/3 per year on the anniversary of the grant | | | | | | rTSR-Based RSUs & rTSR-Based Cash | • Grant is tied to the achievement of rTSR as follows: - 1/3 of target one-year performance (2023) - 1/3 of target two-year performance (2023-2024) - 1/3 of target three-year performance (2023-2025) • The awards measure our TSR relative to the TSR of other constituent companies of the Russell 2000 Index. | | | | | | | | Relative TSR Positioning | | | | | | | Below Threshold | Threshold | Target | Maximum | | | Ranking | Below 25th Percentile | 25th Percentile | 55th Percentile | 80th Percentile | | | LTI Achievement | 0% of target | 50% of target | 100% of target | 200% of target | | | • Results are interpolated between Threshold and Target, and between Target and Maximum. • The rTSR calculation is based on the average price of the 30-day trading days preceding both the start and end dates of the respective performance periods. | | | | | | Non-GAAP Operating Profit- Based Cash | • Grant is tied to the achievement of Non-GAAP Operating Profit as follows: - 1/3 of target one-year performance (2023) - 1/3 of target two-year performance (2023-2024) - 1/3 of target three-year performance (2023-2025) • Payouts of 0% to 200% of target based on performance | | | | | | Stock Price Performance RSUs for Select NEOs | • Performance-based RSUs shall become eligible to vest when the 20-trading day trailing average of the closing stock price is at least $8 for 20 consecutive trading days at any time during the period from date of grant through the 3-year anniversary of the grant date and regardless of stock price achievement throughout the vesting period, the 20-trading day trailing average of the closing stock price must be at least $8 for 20 consecutive trading days leading up to and including the 3-year vesting date; however, the actual number of units vesting are based on the stock price hurdle attainment requirements. • Results will be interpolated between price points once the minimum $8 is achieved, rounded up to the next RSU; no more than 100% of the target number of units shall be eligible to become vested if the stock price hurdle attainment is greater than $14. | | | | | | | Stock Price Performance Attainment | | % of Target Number of Units Vesting | | | | | <$8 | | 0% of Target Number of Units | | | | | $8 | | 25% of Target Number of Units | | | | | $10 | | 50% of Target Number of Units | | | | | $12 | | 75% of Target Number of Units | | | | | $14 | | 100% of Target Number of Units | | |

  63. Short-Term Incentive Compensation

    Time-based and rTSR-Based RSU awards are settled in stock, while rTSR-Based and Non-GAAP Operating Profit-Based cash awards are paid in cash, in each case upon vesting and the certification of results by the Committee for the performance-based awards. Performance Periods for all rTSR-Based and Non-GAAP Operating Profit-Based Awards:

  64. Short-Term Incentive Compensation

    | Vesting | 2023 | 2024 | 2025 | 2026 | | 1st Tranche (1/3 of opportunity) | 2023 Target Awards Granted to NEOs | Awards vest in 2024 (for 2023 performance) | | | | 2nd Tranche (1/3 of opportunity) | | Awards vest in 2025 (for 2023-2024 performance) | | | | 3rd Tranche (1/3 of opportunity) | | Awards vest in 2026 (for 2023-2025 performance) | | |

  65. Short-Term Incentive Compensation

    | 50 | | | | Advisory Vote to Approve Executive Compensation |

  66. Performance Period for Stock Price Performance RSUs for Select NEOs

    Performance Period for Stock Price Performance RSUs for Select NEOs

  67. Performance Period for Stock Price Performance RSUs for Select NEOs

    | Vesting | 2023 | 2024 | 2025 | 2026 | | 100% in 2026 | | Awards vest in 2026 (for stock price performance) | | |

  68. 2023 Target LTI Plan Award Grants

    2023 Target LTI Plan Award Grants The table below shows the target value of the long-term incentive awards granted in 2023, based on market considerations, performance history, and industry benchmarks, as of the grant date for each of the NEOs.

  69. 2023 Target LTI Plan Award Grants

    | NEO | Time- Based RSUs | rTSR- Based RSUs | rTSR- Based Cash | PB-Cash: Non-GAAP Operating Profit | Stock Price Performance RSUs | Total Value | | Peter Altabef* | $1,040,533 | $312,161 | $728,373 | $1,040,533 | $750,000 | $3,871,600* | | Debra McCann | $416,667 | $125,000 | $291,666 | $416,667 | $500,000 | $1,750,000 | | Michael M. Thomson | $700,000 | $210,000 | $490,000 | $700,000 | $750,000 | $2,850,000 | | Teresa Poggenpohl | $150,000 | $45,000 | $105,000 | $150,000 | $500,000 | $950,000 | | Katherine Ebrahimi | $166,666 | $50,000 | $116,667 | $166,667 | $0 | $500,000 | | Claudius Sokenu** | $183,333 | $55,000 | $128,334 | $183,333 | $500,000 | $1,050,000 |

  70. 2023 Target LTI Plan Award Grants

    * Mr. Altabef’s 2023 LTI Award was reduced by $1.25 million (inclusive of stock price performance award) when compared to 2022 to reflect his commitment to the Company financials and bottom-line performance. ** Mr. Sokenu voluntarily exited the Company on June 30, 2023 and therefore these awards were forfeited.

  71. LTI Results

    LTI Results Vested amounts for each tranche of the rTSR-Based RSUs, rTSR-Based Cash and Profit-Based Cash vesting based on the performance period ending in 2023 are shown in the tables below. Vesting for rTSR-RSUs and rTSR-Cash is based on comparing Unisys’ TSR during the relevant period to the TSR of the other members of the Russell 2000 Index, while vesting amounts for Profit-Based Cash are determined based on actual profit versus pre-established threshold, target and maximum goals.

  72. 2022 and 2023 Profit-Based Cash

    | Grant Year | Vesting Period | Performance Period | Threshold ($M) | Target ($M) | Maximum ($M) | Payout | | 2022 | Tranche 2 | 1/1/2022-12/31/2023 | | | | 63.58% | | 2023 | Tranche 1 | 1/1/2023-12/31/2023 | | | | 200% |

  73. 2021, 2022 and 2023 TSR-Based RSUs and 2021 and 2023 TSR-Based Cash

    2021, 2022 and 2023 TSR-Based RSUs and 2021 and 2023 TSR-Based Cash Results are based on Unisys’ TSR as compared to the TSR of the other members of the Russell 2000 Index, as shown below.

  74. 2021, 2022 and 2023 TSR-Based RSUs and 2021 and 2023 TSR-Based Cash

    | Grant Year | Vesting Period | Performance Period | Vested Percentage | | 2021(1) | Tranche 3 | 1/1/2021-12/31/2023 | 0% | | 2022(2) | Tranche 2 | 1/1/2022-12/31/2023 | 0% | | 2023(3) | Tranche 1 | 1/1/2023-12/31/2023 | 166.18% |

  75. 2021, 2022 and 2023 TSR-Based RSUs and 2021 and 2023 TSR-Based Cash

    (1) For the 2021 awards, we measured rTSR among the constituent companies of the Russel 2000 index from January 1, 2021 through December 31, 2023. The results of the 2023 rTSR positioning of the peer companies in the index were Threshold -52.09%, Target 7.43%, and Maximum 57.51%. For this grant, the three-year Unisys rTSR was -68.36%. This results, in a ranking of 1,409 of 1,712 for a 18th percentile ranking and 0% vesting. (2) For the 2022 awards, we measured rTSR among the constituent companies of the Russell 2000 Index from January 1, 2022 through December 31, 2023. The results of the 2023 rTSR positioning of the peer companies in the index were Threshold -60.56%, Target -17.93%, and Maximum 15.67%. For this grant, two-year Unisys rTSR was -72.77%. This results in a ranking of 1,480 out of 1,809, for a 18th percentile ranking and 0% vesting. (3) For the 2023 awards, we measured rTSR among the constituent companies of the Russell 2000 Index from January 1, 2023 through December 31, 2023. The results of the 2023 rTSR positioning of the peer companies in the index were Threshold -26.13%, Target -0.35% and Maximum 30.86%. For this grant, one-year Unisys rTSR was 17.25%. This results in a ranking of 520 out of 1,825, for a 72nd percentile ranking and 166.18% vesting.

  76. Long-Term Incentive Granting Practices

    Long-Term Incentive Granting Practices Most awards are granted in the first quarter of the year, although awards may be granted at hire, promotion or significant change in responsibility. Annual grants are approved at a regular meeting of the Committee with a grant date that is four days after the Company’s earnings release. The Committee approves the type and number of awards to be granted and the performance criteria for awards. The dates of regularly scheduled Board and committee meetings are generally determined many months in advance as part of annual Board scheduling. Timing of grants is not altered based on the expected impact of the release of material nonpublic information and the committee does not consider material nonpublic information when determining whether and in what amount to make equity awards. LTI awards granted during the year outside of the annual award have a grant date no earlier than the date of approval. Grants that require the approval of the Committee are typically reviewed and approved at a regularly scheduled Committee meeting or by written consent in advance of the individual’s employment commencement or promotion date. For those awards requiring Committee approval, the grant date is the first trading day of the month following confirmation of both Committee approval and the individual’s hire or date of promotion, unless otherwise approved by the committee.

  77. Other Executive Compensation Practices and Policies

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

  78. Other Executive Compensation Practices and Policies

    Clawback Policy In 2023 we implemented a new clawback policy to comply with the latest SEC and NYSE mandates regarding the recovery from executive officers of erroneously awarded incentive-based compensation (including cash and equity) if we are required to restate our financial results due to material noncompliance with financial reporting requirements under the securities laws, including the corrections of errors. The policy covers both current and former executive officers, even if not directly involved in activity that caused or contributed to the misstatement, and includes a three-year lookback requirement. Insider Trading, Anti-Hedging, and Anti-Pledging Policy We maintain an insider trading policy, which applies to all employees, officers and directors of the Company and its subsidiaries. The policy prohibits trading in securities of the Company while aware of material non-public information. Individuals whose roles are likely to provide them with access to material non-public information, including the NEOs and members of the Board, are subject to further restrictions, which, among other things, limits them to trading during quarterly trading windows with pre-clearance and prohibits derivatives trading, short sales, margin transactions, pledges and hedging transactions relating to Unisys securities at any time. Risk Assessment and Mitigation of Compensation Policies and Practices The Committee has reviewed the Company’s compensation programs, discussed the concept of risk as it relates to the Company’s compensation programs, considered various mitigating factors and reviewed these items with Meridian. In addition, the Committee has asked Meridian to conduct an independent risk assessment of the Company’s compensation programs. Based on these reviews and discussions, the Committee does not believe the Company’s compensation programs create risks that are reasonably likely to have a material adverse effect on the Company’s business. Other Bonuses The Company has a strong bias toward incentives based on pre-established goals and limits use of discretionary bonuses. In limited cases, we have provided modest sign-on bonuses to executives to recognize value forgone at a prior employer or to attract a new executive to join the Company. Sign-on bonuses are often paid in installments to mitigate risk if the executive leaves the Company. Generally, executives are required to repay any sign-on bonuses if they leave prior to completing one year of service. Other Benefits Executive officers participate in the retirement programs discussed below under “Defined Contribution Plans” and “Non-Qualified Deferred Compensation”. In addition, subject to underwriting approvals and applicable corporate governance requirements, executive officers appointed prior to February 2015 are eligible for supplemental death benefits under the Unisys Corporation Executive Death Benefit Only Program, which provides a death benefit equal to four times an executive officer’s base salary plus target bonus (if death occurs during active employment) or two and one-half times an executive officer’s final base salary (for retired officers who remain eligible for the benefit). The Company increases the benefit payable to the executive officer’s beneficiary to cover any income and employment taxes due. This benefit is no longer available to newly appointed executive officers. Of the active NEOs, Mr. Altabef is the only participant in this legacy program. Perquisites available to executive officers are limited to financial counseling/tax preparation services, an annual physical examination and spousal travel with a bona fide business need. These benefits are designed to promote executive wellness and financial security. See the “Summary Compensation Table” for additional detail. To attract and retain key executives, the Company enters into severance and change-in-control agreements with its executive officers, including the NEOs. The severance agreements are intended to align with market practice. The change in control agreements are intended to provide retention and management continuity in the event of an actual or threatened change in control. More detail is provided under “Executive Officer Severance Agreements” and “Change-In-Control Agreements.”

  79. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation of the NEOs for services rendered in all capacities to Unisys.

  80. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2)(3) ($) | Non- Equity Incentive Plan Compen- sation(4) ($) | All Other Compen- sation(5) ($) | Total ($) | | Peter Altabef Chair and CEO | 2023 | 991,000 | — | 2,249,583 | 2,869,362 | 23,463 | 6,133,408 | | | 2022 | 991,000 | — | 4,384,201 | 1,700,836 | 16,700 | 7,092,737 | | | 2021 | 991,000 | — | 4,234,347 | 2,814,432 | 19,756 | 8,059,535 | | Debra McCann Executive Vice President and CFO | 2023 | 534,327 | — | 1,100,483 | 1,112,785 | 9,900 | 2,757,495 | | | 2022 | 327,000 | — | 1,999,069 | 264,826 | 8,573 | 2,599,468 | | Michael M. Thomson President and Chief Operating Officer | 2023 | 669,327 | — | 1,758,820 | 1,728,738 | 11,407 | 4,168,292 | | | 2022 | 623,500 | — | 1,412,482 | 639,435 | 8,998 | 2,684,415 | | | 2021 | 535,000 | — | 2,682,393 | 742,064 | 8,515 | 3,967,972 | | Teresa Poggenpohl Senior Vice President and Chief Marketing Officer | 2023 | 465,000 | — | 716,172 | 713,869 | 14,900 | 1,909,942 | | | 2022 | 463,270 | — | 385,253 | 293,674 | 16,736 | 1,158,932 | | Katherine Ebrahimi Senior Vice President, CHRO | 2023 | 415,000 | — | 240,192 | 678,646 | 14,900 | 1,348,738 | | | 2022 | 413,300 | — | 428,021 | 319,501 | 14,150 | 1,174,972 | | | 2021 | 400,000 | — | 742,080 | 507,985 | 13,700 | 1,663,765 | | Claudius Sokenu Former Senior Vice President, General Counsel, Secretary and Chief Administrative Officer | 2023 | 272,596 | 400,000 | 764,214 | — | 1,380 | 1,438,189 | | | 2022 | 327,000 | 200,000 | 1,028,157 | 228,251 | 5,616 | 1,789,025 |

  81. Summary Compensation Table

    (1) Amounts shown for 2022 and 2023 include sign-on bonus for Mr. Sokenu. Mr. Sokenu voluntarily exited the Company on June 30, 2023. (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 the Company’s 2023 financial statements included in the Annual Report. For more details on grants in 2023, see “Grants of Plan-Based Awards” below. (3) Amounts shown for 2023 represent Time-Based RSUs, the aggregate grant date Monte Carlo simulation of the rTSR-Based RSUs, assuming that target performance levels are met, and Performance Retention Equity Awards, assuming stock hurdle and time requirements are met. Assuming that maximum performance levels are achieved for the rTSR-Based RSUs and Share Hurdle target is achieved, the value of the awards at date of grant would be as follows: Mr. Altabef — $918,097, Ms. McCann — $367,631, Mr. Thomson — $617,635, Ms. Poggenpohl — $132,347, Ms. Ebrahimi-$147,053 and Mr. Sokenu $161,758. (4) Amounts include short-term incentives paid under the 2023 EVC Plan and 2023 payouts of Target Long-Term Performance-Based Cash incentives under the 2023 Long-Term Incentive Plan. For 2023, amounts consist of the following: Mr. Altabef — 401(k) matching contributions of $8,963 and perquisites of $14,500, which includes executive physical and financial planning; Ms. McCann — 401(k) matching contributions of $9,900, Mr. Thomson — 401(k) matching contributions of $9,714 and perquisites of $1,092, which includes spousal travel and financial planning, Ms. Poggenpohl — 401(k) matching contributions of $9,900 and perquisites of $5,000 for financial planning, Ms. Ebrahimi — 401(k) matching contributions of $9,900 and perquisites of $5,000 for financial planning and Mr. Sokenu — 401(k) matching contributions of $1,380.

  82. Summary Compensation Table

    | 2024 Proxy Statement | 55 |

  83. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information on grants of plan-based awards during 2023 to the NEOs.

  84. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3)(4) | | Name | Award Type | Grant Date in 2023 | Threshold ($)(1) | Target ($)(2) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Peter Altabef | EVC Plan(1) | | 594,600 | 1,189,200 | 2,378,400 | | | | | | | | Time-Based RSU | 2/28 | | | | | | | 208,942 | 1,040,531 | | | rTSR-Based RSU | 2/28 | | | | 31,342 | 62,683 | 125,366 | | 459,049 | | | PB Cash NON GAAP Profit | 2/28 | 520,267 | 1,040,533 | 2,081,066 | | | | | | | | rTSR-Based Cash | 2/28 | 364,187 | 728,373 | 1,456,746 | | | | | | | | Stock Price Performance RSU(5) | 5/8 | | | | | 192,803 | | | 750,004 | | Debra McCann | EVC Plan(1) | | 254,125 | 508,250 | 1,016,500 | | | | | | | | Time-Based RSU | 2/28 | | | | | | | 83,668 | 416,667 | | | rTSR-Based RSU | 2/28 | | | | 12,550 | 25,100 | 50,200 | | 183,816 | | | PB Cash NON GAAP Profit | 2/28 | 208,334 | 416,667 | 833,334 | | | | | | | | rTSR-Based Cash | 2/28 | 145,834 | 291,667 | 583,334 | | | | | | | | Stock Price Performance RSUU(5) | 5/8 | | | | | 128,535 | | | 500,001 | | Michael M. Thomson | EVC Plan(1) | | 368,500 | 737,000 | 1,474,000 | | | | | | | | Time-Based RSU | 2/28 | | | | | | | 140,562 | 699,999 | | | rTSR-Based RSU | 2/28 | | | | 21,085 | 42,169 | 84,338 | | 308,818 | | | PB Cash NON GAAP Profit | 2/28 | 350,000 | 700,000 | 1,400,000 | | | | | | | | rTSR-Based Cash | 2/28 | 245,000 | 490,000 | 980,000 | | | | | | | | Stock Price Performance RSU(5) | | | | | | 192,803 | | | 750,004 | | Teresa Poggenpohl | EVC Plan(1) | | 220,875 | 441,750 | 883,500 | | | | | | | | Time-Based RSU | 2/28 | | | | | | | 30,120 | 149,998 | | | rTSR-Based RSU | 2/28 | | | | 4,518 | 9,036 | 18,072 | | 66,174 | | | PB Cash NON GAAP Profit | 2/28 | 75,000 | 150,000 | 300,000 | | | | | | | | rTSR Based Cash | 2/28 | 52,500 | 105,000 | 210,000 | | | | | | | | Stock Price Performance RSU(5) | 5/8 | | | | | 128,535 | | | 500,001 | | Katherine Ebrahimi | EVC Plan(1) | | 197,125 | 394,250 | 788,500 | | | | | | | | Time-Based RSU | 2/28 | | | | | | | 33,467 | 166,666 | | | rTSR-Based RSU | 2/28 | | | | 5,020 | 10,040 | 20,080 | | 73,526 | | | PB Cash NON GAAP Profit | 2/28 | 83,334 | 166,667 | 333,334 | | | | | | | | rTSR-Based Cash | 2/28 | 58,334 | 116,667 | 233,334 | | | | | | | Claudius Sokenu | EVC Plan(1) | | | | | | | | | | | | Time-Based RSU | 2/28 | | | | | | | 36,814 | 183,334 | | | rTSR-Based RSU | 2/28 | | | | 5,522 | 11,044 | 22,088 | | 80,879 | | | PB Cash NON GAAP Profit | 2/28 | 91,667 | 183,333 | 366,666 | | | | | | | | rTSR Based Cash | 2/28 | 64,167 | 128,333 | 256,666 | | | | | | | | Stock Price Performance RSU(5) | 5/8 | | | | | 128,535 | | | 500,001 |

  85. Grants of Plan-Based Awards

    (1) Threshold funding for Non-GAAP Operating Profit is 65% and Revenue is 90%. (2) Target amounts represent annualized base salary at year-end multiplied by target bonus percent. (3) Time-Based RSU value is determined using the Unisys closing price on grant date: $4.98 on February 28, 2023. (4) rTSR-Based RSU value are determined based on Monte-Carlo simulation using the following assumptions based on the vesting tranches: (a) Tranche 1/1/2023 to 12/31/2023: $6.83; (b) Tranche 1/1/2023 to 12/31/2024: $7.37; and (c) Tranche 1/1/2023 to 12/31/2025 $7.77. Mr. Altabef, Ms. McCann, Mr. Thomson, Ms. Poggenpohl and Mr. Sokenu received Stock Price Performance LTI awards as part of their 2023 total LTI package on May 8, 2023 with a closing price of $3.89. Mr. Sokenu voluntarily exited the company on June 30, 2023, therefore, this award was cancelled upon termination.

  86. Grants of Plan-Based Awards

    | 56 | | | | Advisory Vote to Approve Executive Compensation |

  87. Grants of Plan-Based Awards

    Awards shown under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” above on page 55 are annual bonuses in the form of cash incentive compensation through the EVC Plan and performance-based cash awards. As discussed more fully in “Compensation Discussion and Analysis” above, the amount of incentive compensation paid to the NEOs under the EVC Plan generally depends upon (a) the officer’s target annual bonus amount and (b) the degree to which the Company’s performance goals were met. rTSR RSUs, rTSR-Based Cash and PB Cash Non-GAAP Operating Profit LTI are earned one-third annually over a three-year period. Such earned awards vest on the first, second and third anniversary of grant, respectively, if the NEO is then employed by the Company. The 2023 tranche of PB Cash Non-GAAP Operating Profit LTI paid out at 63.58% of target on the vesting date of February 25, 2024. The 2023 tranche of both rTSR RSUs and rTSR-Based Cash paid out at 166.18% of target and the 2023 tranche of Non-GAAP Operating Profit Based Cash paid out at 200% of target on the vesting date of February 28, 2024. Awards shown under “All Other Stock Awards” are Time-Based RSUs granted under the 2023 Plan. These RSUs will vest one-third per year beginning on the first anniversary of the date of grant if the individual is then employed by the Company.

  88. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows equity awards to the NEOs that were outstanding as of December 31, 2023.

  89. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Peter Altabef | — | — | — | — | — | 283,083 | 1,590,926 | 329,627 | 1,852,504 | | Debra McCann | — | — | — | — | — | 124,166 | 697,813 | 215,574 | 1,211,526 | | Michael M. Thomson | — | — | — | — | — | 186,826 | 1,049,962 | 304,997 | 1,714,083 | | Teresa Poggenpohl | — | — | — | — | — | 40,974 | 230,274 | 152,902 | 859,309 | | Katherine Ebrahimi | — | — | — | — | — | 45,383 | 255,052 | 26,505 | 148,958 | | Claudius Sokenu(3) | — | — | — | — | — | — | — | — | — |

  90. Outstanding Equity Awards at Fiscal Year-End

    (1) Market value reflects $5.62 closing price of Unisys common stock on December 29, 2023. (2) The awards below are scheduled to vest as described in the table below if the individual is then employed by the Company (subject to the achievement of the relevant performance goals, in the case of Equity Incentive Plan awards). Mr. Sokenu voluntarily exited the company on June 30, 2023.

  91. Outstanding Equity Awards at Fiscal Year-End

    | 2024 Proxy Statement | 57 |

  92. Outstanding Equity Awards at Fiscal Year-End

    | Name | Vesting Date | Number of Shares or Units of Stock That Have Not Vested (Time-Based RSUs) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (Performance-Based RSUs at Target) | | Peter Altabef | 2/25/2024 | 26,140 | 26,140 | | | 2/26/2024 | 21,861 | 21,861 | | | 2/28/2024 | 69,647 | 20,894 | | | 2/25/2025 | 26,140 | 26,140 | | | 2/28/2025 | 69,647 | 20,894 | | | 2/28/2026 | 69,648 | 20,895 | | | 5/8/2026 | — | 192,803 | | Debra McCann | 2/28/2024 | 27,889 | 8,366 | | | 6/1/2024 | 9,528 | 9,528 | | | 2/28/2025 | 27,889 | 8,367 | | | 6/1/2025 | 30,970 | 52,411 | | | 2/28/2026 | 27,890 | 8,367 | | | 5/8/2026 | — | 128,535 | | Michael M. Thomson | 2/25/2024 | 8,422 | 8,422 | | | 2/26/2024 | 29,420 | 53,181 | | | 2/28/2024 | 46,854 | 14,056 | | | 2/25/2025 | 8,422 | 8,422 | | | 2/28/2025 | 46,854 | 14,056 | | | 2/28/2026 | 46,854 | 14,057 | | | 5/8/2026 | — | 192,803 | | Teresa Poggenpohl | 2/25/2024 | 2,297 | 2,297 | | | 2/28/2024 | 10,040 | 3,012 | | | 5/3/2024 | 6,260 | 10,737 | | | 2/25/2025 | 2,297 | 2,297 | | | 2/28/2025 | 10,040 | 3,012 | | | 2/28/2026 | 10,040 | 3,012 | | | 5/8/2026 | — | 128,535 | | Katherine Ebrahimi | 2/25/2024 | 2,552 | 2,552 | | | 2/26/2024 | 6,812 | 11,361 | | | 2/28/2024 | 11,155 | 3,346 | | | 2/25/2025 | 2,552 | 2,552 | | | 2/28/2025 | 11,156 | 3,347 | | | 2/28/2026 | 11,156 | 3,347 | | Claudius Sokenu* | — | — | — |

  93. Outstanding Equity Awards at Fiscal Year-End

    Mr. Sokenu voluntarily exited the company on June 30, 2023.

  94. Outstanding Equity Awards at Fiscal Year-End

    | 58 | | | | Advisory Vote to Approve Executive Compensation |

  95. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information on stock option exercises and the vesting of stock awards during 2023 for each of the NEOs.

  96. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Peter Altabef | — | — | 89,275 | 455,150 | | Debra McCann | — | — | 9,528 | 36,588 | | Michael M. Thomson | — | — | 22,624 | 115,765 | | Teresa Poggenpohl | — | — | 4,079 | 19,518 | | Katherine Ebrahimi | — | — | 9,089 | 46,323 | | Claudius Sokenu | — | — | 5,240 | 20,122 |

  97. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The table below shows compensation of the NEOs that has been deferred under a plan that is not tax-qualified. Under the Company’s non-qualified deferred compensation plan, eligible employees may defer until a future date payment of all or any portion of their annual salary or bonus, as well as any vested share unit award under one of the Company’s long-term incentive plans. Amounts deferred are recorded in a memorandum account for each participant and are credited or debited with earnings or losses as if such amounts had been invested in one or more of the professionally managed investment options available under the Unisys Savings Plan, as selected by the participant. Participants may change their investment options at any time. Account balances will be paid either in a single lump sum or in annual installments, as elected by the participant. The memorandum accounts are not funded, and the right to receive future payments of amounts recorded in these accounts is an unsecured claim against the Company’s general assets.

  98. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in 2023 ($) | Company Contributions in 2023 ($) | Aggregate Earnings in 2023 ($)(1) | Aggregate Withdrawals/ Distributions in 2023 ($) | Aggregate Balance at December 31, 2023 ($)(1) | | Michael M. Thomson | — | — | 2,324 | — | 23,916 |

  99. Non-Qualified Deferred Compensation

    (1) No amounts shown in this column are reported in the Summary Compensation Table.

  100. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Under the agreements and plans discussed below, the NEOs would be entitled to the following payments and benefits upon termination of employment and/or a change in control of the Company. The following disclosures do not include Mr. Sokenu, as he voluntarily resigned from employment with the Company effective as of June 30, 2023 and was not entitled to any severance or similar termination payments or benefits in connection with his resignation.

  101. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, the Company is required to provide the following information with respect to the year ended December 31, 2023: • The total annual compensation of the median compensated employee (other than Mr. Altabef, the Company’s CEO) was approximately $22,898. • As reported in the Summary Compensation Table, the total annual compensation of Mr. Altabef, the Company’s CEO, was $6,133,408. • Based on this information, the ratio of the total annual compensation of the Company’s CEO to the total annual compensation of the median compensated employee is 267 to 1. As of December 31, 2023, our total employee population consisted of both full-time and part-time employees, aligned to offices in the United States and offices in non-U.S. jurisdictions. We compared the compensation of our total employee population, as reflected in our human resources system as of December 31, 2023. To identify the median compensated employee, we calculated total target annual compensation for each of our worldwide employees as of December 31, 2023. For this purpose, total target annual compensation was calculated as the sum of each employee’s salary or hourly wages in 2023, plus the employee’s variable compensation for 2023. For non-US employees, we applied currency exchange rates as in effect on December 31, 2023. We then ranked the total target annual compensation of all our employees (except for the CEO) from lowest to highest, and identified the employee who was in the middle of the list. That employee was identified as the median compensated employee for purposes of determining the CEO pay ratio as of December 31, 2023. The total annual compensation for this employee for the year ended December 31, 2023, was then calculated in accordance with Item 402(c)(2)(x) and is shown above. The Pay Ratio is an estimate calculated in accordance with Item 402(u). SEC rules for identifying the “median employee” and calculating the Pay Ratio allow companies to apply various methodologies and assumptions. As a result, the annual total compensation of our median employee and the Pay Ratio reported by us may not be comparable to the median employee compensation and pay ratios reported by other companies.

  102. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  103. Pay Versus Performance

    | Year | Summary Compensation Table Total for Peter Altabef(1) ($) | Compensation Actually Paid to Peter Altabef(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment |based on:(4) | | Net Income ($ Millions) | Non-GAAP Operating Profit ($ Millions)(⁵) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 6,133,408 | 6,129,859 | 2,333,051 | 1,774,167 | 47.39 | 140.50 | (427.1) | 141 | | 2022 | 7,092,737 | (28,601) | 1,772,221 | 524,628 | 43.09 | 104.76 | (104.9) | 159 | | 2021 | 8,059,535 | 8,248,348 | 2,877,154 | 2,618,113 | 173.44 | 128.59 | (449.8) | 193 | | 2020 | 7,234,193 | 11,800,164 | 2,186,982 | 2,649,415 | 165.94 | 122.62 | (317.2) | 153 |

  104. Pay Versus Performance

    (1) Peter Altabef was our PEO for each year presented. The individuals comprising the Non-PEO named executive officers for 2023 were Debra McCann, Michael Thomson, Teresa Poggenpohl, Katherine Ebrahimi and Claudius Sokenu. For 2022, the individuals comprising the Non-PEO named executive officers were Debra McCann, Michael Thomson, Teresa Poggenpohl, Katherine Ebrahimi, Claudius Sokenu and Gerald P. Kenney. For 2021, the individuals comprising the Non-PEO named executive officers were Michael Thomson, Katherine Ebrahimi, Gerald P. Kenney, Shalabh Gupta and Eric Hutto. For 2020, the individuals comprising the Non-PEO named executive officers were Michael Thomson, Eric Hutto, Visal Gupta, Gerald P. Kenney, Venkatapathi Puvvada and. Jeffrey E. Renzi. (2) The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the amount shown in the “Total” column set forth in the Summary Compensation Table with certain adjustments as described in footnote 3 below. “Compensation Actually Paid” reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards” column are the totals from the “Stock Awards” columns set forth in the Summary Compensation Table. Amounts in the “Exclusion of Change in Pension Value” column reflect the amounts

  105. Pay Versus Performance

    | 2024 Proxy Statement | 63 |

  106. Pay Versus Performance

    attributable to the “Change in Pension Value” reported in the Summary Compensation Table. Amounts in the “Inclusion of Pension Service Cost” are based on the service cost for services rendered during the applicable year.

  107. Pay Versus Performance

    | Year | Summary Compensation Table Total for Peter Altabef ($) | Exclusion in Pension Value for Peter Altabef ($) | Exclusion of Stock Awards for Peter Altabef ($) | Inclusion of Pension Service Cost for Peter Altabef ($) | Inclusion of Equity Values for Peter Altabef ($) | Compensation Actually Paid to Peter Altabef ($) | | 2023 | 6,133,408 | 0 | (2,249,583) | 0 | 2,246,034 | 6,129,859 |

  108. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,333,051 | 0 | (915,976) | 0 | 357,092 | 1,774,167 |

  109. Pay Versus Performance

    The amounts in the “Inclusion of Equity Values” columns in the tables above are derived from the amounts set forth in the following tables:

  110. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Peter Altabef ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Peter Altabef ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Peter Altabef ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Peter Altabef ($) | Total-Inclusion of Equity Values for Peter Altabef ($) | | 2023 | 2,350,835 | (103,756) | (1,045) | 0 | 2,246,034 |

  111. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total-Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 408,605 | (11,324) | (4,009) | (36,180) | 357,092 |

  112. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the Standard & Poor’s 500 Information Technology Services Index (“S&P 500 IT Services Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 IT Services Index, respectively. We determined Non-GAAP Operating Profit to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Non-GAAP Operating Profit is defined as GAAP Operating Income excluding pretax post-retirement expense, pretax charges in connection with cost-reduction activities, non-operational legal reserves, loss on debt exchange transactions and other non-operational income/expense. Non-GAAP Operating Profit is subject to adjustment by the CEO and the CHRC of the Board for 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).

  113. Pay Versus Performance

    | 64 | | | | Advisory Vote to Approve Executive Compensation |

  114. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”)

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”) The following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

  115. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income (Loss)

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs, and our net income (loss) before non-controlling interest during the three most recently completed fiscal years.

  116. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income (Loss)

    | 2024 Proxy Statement | 65 |

  117. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Non-GAAP Operating Profit

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Non-GAAP Operating Profit The following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs, and our non-GAAP operating profit during the three most recently completed fiscal years. Non-GAAP operating profit is defined in footnote 5 to the Pay Versus Performance Table, above.