DEF 14A of Unisys Corp, Mar 16, 2026

DEF 14A of Unisys Corp

Filed Mar 16, 2026 · FY20250001308179-26-000082

Open on EDGAR

  1. Director Nominees

    Director Nominees Ensuring that the board of directors (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 varied group of highly qualified leaders with a broad range of skills and business and industry experience. For additional information about the experience, skills and qualifications of each nominee, please see the charts on pages 11 and 12 and the biographical data beginning on page 14. The following provides summary information about each director nominee.

  2. Director Nominees

    | Name and Primary Occupation | | Age | Director Since | Committee Membership | | | | | | | | | AFC | CHRC | NCGC | SRC | | | Nathaniel A. Davis, Lead Independent Director Former Chairman of the Board and Chief Executive Officer, Stride, Inc. | 72 | 2011 | | | M | | | | Matthew J. Desch Chief Executive Officer, Iridium Communications Inc. | 68 | 2019 | | C | | | | | Philippe Germond Partner, Barber Hauler Capital Advisers | 69 | 2016 | M | | C | | | | Deborah Lee James Former U.S. Secretary of the Air Force | 67 | 2017 | M | | M | | | | John A. Kritzmacher Former Executive Vice President and Chief Financial Officer, John Wiley & Sons, Inc. | 65 | 2022 | M | | | M | | | Paul E. Martin Former Senior Vice President and Chief Information Officer, Baxter International, Inc. | 68 | 2017 | | M | | C | | | Regina Paolillo Former Global Chief Operating Officer, TTEC Holdings, Inc. | 67 | 2018 | C | | | M | | | Troy K. Richardson Former President of the Digital Thread group of PTC Inc. | 63 | 2021 | | M | | M | | | Roxanne Taylor Former Chief Marketing and Communications Officer of Accenture | 69 | 2021 | | M | M | | | | Michael M. Thomson Chief Executive Officer and President, Unisys Corporation | 57 | 2025 | | | | |

  3. Director Nominees

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

  4. Director Nominees

    | 2026 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: 2011 72 years old Lead Independent Director Committees: •Nominating and Corporate Governance 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 Former Chairman of the Board and Chief Executive Officer of Stride, Inc. Professional Experience •Former 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, secondary, 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, as its Chairman of the Board from 2012 to 2022, and as 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 •Served as 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., a leading multinational telecommunications company Attributes, Skills and Qualifications: Mr. Davis brings managerial and operational expertise to our Board. This expertise, as well as his extensive experience in the communications industry and specialization in new disruptive technologies throughout his career in technology, provides a valuable perspective to our Board as we continue its work to strengthen its competitive and financial profile in a changing information technology industry. | | | | | | | | | | | | | | | |

  7. Information Regarding Nominees

    | 2026 Proxy Statement | 15 |

  8. Information Regarding Nominees

    | Director since: 2019 68 years old Independent Committees: •Compensation and Human Resources (Chair) Other Current Directorships: •Iridium Communications, Inc. (Nasdaq: IRDM) •Verisign, Inc. (Nasdaq:VRSN) | Matthew J. Desch Chief Executive Officer, Iridium Communications, Inc. Professional Experience •Serves as Chief Executive Officer and a director of Iridium Communications, Inc. (Nasdaq: IRDM), a global mobile, voice and data satellite communications company, since 2009 •Served as Chief Executive Officer of Iridium Communications, Inc.’s predecessor, Iridium Holdings LLC, beginning in 2006 •Served as 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 as a member of the board of directors of Verisign, Inc. (Nasdaq: VRSN), a global provider of domain name registry services •Serves on the United States’ President’s National Security Telecommunications Advisory Committee Attributes, Skills and Qualifications: Mr. Desch’s deep understanding of critical infrastructure from his more than 35 years in the telecommunications industry brings Unisys a unique and valuable perspective regarding global security challenges. In addition, Mr. Desch is able to draw upon his extensive expertise in cybersecurity, finance, mergers and acquisitions and human capital management, together with more than 20 years of experience as a public company chief executive officer, to provide the Board with important strategic and operational experience as we face the challenges of the highly competitive information technology services marketplace. | | | | | | | | | | | | | |

  9. Information Regarding Nominees

    | 16 | | Election of Directors |

  10. Information Regarding Nominees

    | Director since: 2016 69 years old Independent Committees: •Audit and Finance •Nominating and Corporate Governance (Chair) Other Current Directorships: •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 •Serves as Partner at Barber Hauler Capital Advisers since 2019 after having joined the firm as a Senior Advisor in 2017 •Served as 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, from 2014 to 2016 •Served as Chairman and Chief Executive Officer of Pari Mutuel Urbain from 2009 to 2014 •Served as Chairman and Chief Executive Officer of Atos Origin S.A. (Euronext NV: ATO) from 2007 to 2008, a member of the Management Board from 2006 to 2008 and Chairman of the Management Board from 2007 to 2008 •Served as President and Chief Operating Officer of Alcatel from 2003 to 2005 •Served as 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 France Galop, an organizer and regulator of horse racing, since December 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 finance, 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 the Unisys Board as Unisys continues its transformation and brings enhanced value to our clients. In addition, Mr. Germond’s vast global experience is particularly relevant for Unisys given our Company derives more than half of its revenue from international operations and more than 25% of its revenue from Europe. Mr. Germond’s extensive strategy and mergers and acquisitions expertise is also beneficial to Unisys’ Board as the Company implements its strategic imperatives. | | | | | | | | | | | | | | | |

  11. Information Regarding Nominees

    | 2026 Proxy Statement | 17 |

  12. Information Regarding Nominees

    | Director since: 2017 67 years old Independent Committees: •Audit and Finance •Nominating and Corporate Governance Other Current Directorships: •Textron Inc. (NYSE: TXT) Prior Directorships: •Aerojet Rocketdyne Holdings, Inc. | Deborah Lee James Former U.S. Secretary of the Air Force Professional Experience •Served as 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 •Served as Executive Vice President and Chief Operating Officer at Business Executives for National Security from 2000 to 2001 •Served as 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. | | | | | | | | | | | |

  13. Information Regarding Nominees

    | 18 | | Election of Directors |

  14. Information Regarding Nominees

    | Director since: 2022 65 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 Former Executive Vice President and Chief Financial Officer of John Wiley & Sons, Inc. Professional Experience •Served as Executive Vice President and Chief Financial Officer of John Wiley & Sons, Inc., a global leader in research and education, from 2013 until 2021 •Served as Senior Vice President, Business Operations and Organizational Planning at WebMD Health Corp., a leading provider of health information services, from 2012 to 2013 •Served as Executive Vice President and Chief Financial Officer of Global Crossing Limited, a global provider of intellectual-property-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) •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. | | | | | | | | | | | | | |

  15. Information Regarding Nominees

    | 2026 Proxy Statement | 19 |

  16. Information Regarding Nominees

    | Director since: 2017 68 years old Independent Committees: •Compensation and Human Resources •Security and Risk (Chair) Other Current Directorships: •Owens Corning (NYSE: OC) •STERIS plc (NYSE: STE) Prior Directorships: •Ping Identity Corp. | Paul E. Martin Former Senior Vice President and Chief Information Officer of Baxter International, Inc. Professional Experience •Served as Senior Vice President and Chief Information Officer of Baxter International, Inc. from 2011 to 2020 •Served as 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 of Owens Corning (NYSE: OC), a global building and industrial materials manufacturer •Serves as a member of the board of directors of STERIS plc (NYSE: STE), 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, until October 2022 Attributes, Skills and Qualifications: With extensive executive management experience across the information technology industry, Mr. Martin understands the cybersecurity and information technology challenges that our clients face. In addition, the Board greatly values Mr. Martin’s international experience and his deep life sciences and healthcare expertise, core industry areas of focus for the Company. | | | | | | | | | | | | | |

  17. Information Regarding Nominees

    | 20 | | Election of Directors |

  18. Information Regarding Nominees

    | Director since: 2018 67 years old Independent Committees: •Audit and Finance (Chair) •Security and Risk Other Current Directorships: •UST Inc. •Sirva Worldwide, Inc. •Exela Technologies, Inc. (OTCMKTS: XELA; XELAP) •Medical Solutions Group Prior Directorships: •Alight, Inc. (NYSE: ALIT) •Welltok, Inc. | Regina Paolillo Former Global Chief Operating Officer of TTEC Holdings, Inc. Professional Experience •Served as Global Chief Operating Officer at TTEC Holdings, Inc. (Nasdaq: TTEC) (formerly TeleTech Holdings, Inc.) between 2021 to 2022 •Served as Executive Vice President, Chief Financial & Administrative Officer of TTEC Holdings, Inc. between 2011 to 2021 •Served as 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 •Served as Executive Vice President of the Revenue Cycle and Mortgage Services Division at Genpact Limited, following its acquisition of Creditek Inc. •Served as 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 member of the board of directors of Medical Solutions Group, a private company provider of healthcare workforce solutions •Serves as a member of the board of directors of UST Inc., a private company provider of digital technology and transformation, information technology and services •Serves as a member of the board of directors of Sirva Worldwide, Inc. a global private company provider of relocation and moving services •Serves as a member of the board of directors of Exela Technologies, Inc. (OTCMKTS: XELA; XELAP), a business process automation company •Served as a member of the board of directors of Alight, Inc. (NYSE: ALIT), a cloud-based provider of integrated digital human capital and business solutions, until February 2025 •Served as a member of the board 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. | | | | | | | | | | | | | |

  19. Information Regarding Nominees

    | 2026 Proxy Statement | 21 |

  20. Information Regarding Nominees

    | Director since: 2021 63 years old Independent Committees: •Compensation and Human Resources •Security and Risk Other Current Directorships: •Cellebrite DI Ltd. (Nasdaq: CLBT) | Troy K. Richardson Former President of the Digital Thread group, PTC Inc. Professional Experience •Served as 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 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 •Served as Senior Vice President, Global Alliance Sales, at Oracle Corporation from 2014 to 2015 •Served as 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 •Serves as a member of the board of directors of Cellebrite DI Ltd. (Nasdaq: CLBT), a digital intelligence company that provides tools for federal, state and local law enforcement Attributes, Skills and Qualifications: Mr. Richardson’s expertise in global sales, commercial marketing and client service, as well as his success in the information technology industry, enable 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. | | | | | | | | | | | |

  21. Information Regarding Nominees

    | 22 | | Election of Directors |

  22. Information Regarding Nominees

    | Director since: 2021 69 years old Independent Committees: •Compensation and Human Resources •Nominating and Corporate Governance Other Current Directorships: •Pure Storage, Inc. (NYSE: PSTG) Prior Directorships: •Thoughtworks Holding, Inc. (Nasdaq: TWKS) | Roxanne Taylor Former Chief Marketing and Communications Officer of Accenture Professional Experience •Served as Senior Vice President & Chief Marketing and Communications Officer of Memorial Sloan Kettering Cancer Center, a cancer treatment and academic medical center, from 2020 through 2022 •Held several positions at Accenture plc (formerly Andersen Consulting) from 1995 through 2018, including Chief Marketing and Communications Officer from 2007 through 2018 •Held business, investor relations and marketing roles for Reuters, Citicorp and Credit Suisse •Serves as a member of the board of directors of Pure Storage, Inc. (NYSE: PSTG), a company that develops data storage hardware and software products •Served as a member of the board of directors 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, until its acquisition by private equity in 2025 Attributes, Skills and Qualifications: Ms. Taylor brings deep global marketing and branding expertise, 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 implementing its strategy of using innovative 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. | | | | | | | | | | | |

  23. Information Regarding Nominees

    | 2026 Proxy Statement | 23 |

  24. Information Regarding Nominees

    | Director since: 2025 57 years old | Michael M. Thomson Chief Executive Officer and President Professional Experience •Serves as Chief Executive Officer and President and a member of the Board of Directors of Unisys since 2025 •Served as President and Chief Operating Officer of Unisys from 2022 to 2025 and as Chief Financial Officer of Unisys from 2019 to 2022, after having previously served as Corporate Controller of Unisys from 2015 to 2019 •Served as Corporate Controller of Towers Watson & Co. from 2010 to 2015 and Principal Accounting Officer from 2012 to 2015 •Served as Corporate Controller of Towers Perrin from 2007 until it was acquired by Watson Wyatt in 2010 Attributes, Skills and Qualifications: Mr. Thomson has more than 18 years of senior leadership experience in the information technology and services industries and has a proven ability to operate a global business, drive strategy and revenue growth and achieve strong financial performance. As a result, the Board believes Mr. Thomson has the leadership skills and experience to serve as a director and as the President and Chief Executive Officer of the Company. | | | | | | | | | | | | | |

  25. Information Regarding Nominees

    | 24 | | Election of Directors |

  26. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors Our 2025 compensation program for non-employee members of the Board is summarized below:

  27. Compensation of Non-Employee Directors

    | Annual Retainers | | | | Cash | | $90,000 | | Equity | having a value of | $200,000 | | Additional Cash Retainer | Chair | Member | | Chair of Board | $50,000 | | | Lead Independent Director | | $50,000 | | Committees | | | | Audit and Finance | $30,000 | $15,000 | | Compensation and Human Resources | $20,000 | $10,000 | | Nominating and Corporate Governance | $16,250 | $7,500 | | Security and Risk | $16,500 | $7,500 |

  28. Compensation of Non-Employee Directors

    Under our Corporate Governance Guidelines, our leadership team may report to the Compensation and Human Resources Committee on the status of Board compensation. 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 19, 2026, the Board approved an annual equity grant to each non-employee director, effective on February 27, 2026. For each non-employee director, 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 27, 2026, each non-employee director as of that date received an annual grant of 82,305 shares. Directors may defer receipt of the shares underlying their award until termination of service, or until a specified date, under our deferred compensation plan for directors. Effective January 1, 2025, following a benchmarking exercise, the Board approved changes to the cash retainers as follows: $5,000 increase in the annual cash retainers for each non-employee director and a $3,000 increase to the annual retainers for members (other than the Chair) of the Audit and Finance Committee. These increases are reflected in the table above. 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.

  29. Compensation of Non-Employee Directors

    | 38 | | Corporate Governance |

  30. Director Compensation Table

    Director Compensation Table The following table provides a summary of the compensation of non-employee directors serving during 2025:

  31. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Peter Altabef(3) Chair of the Board | 105,000 | 200,001 | — | — | — | — | 305,001 | | Nathaniel A. Davis Lead Independent Director | 144,859 | 200,001 | — | — | — | — | 344,860 | | Matthew J. Desch Chair, Compensation and Human Resources Committee | 106,479 | 200,001 | — | — | — | — | 306,480 | | Philippe Germond Chair, Nominating and Corporate Governance Committee | 121,250 | 200,001 | — | — | — | — | 321,251 | | Deborah Lee James | 110,739 | 200,001 | — | — | — | — | 310,740 | | John A. Kritzmacher | 112,500 | 200,001 | — | — | — | — | 312,501 | | Paul E. Martin Chair, Security and Risk Committee | 118,261 | 200,001 | — | — | — | — | 318,262 | | Regina Paolillo Chair, Audit and Finance Committee | 127,500 | 200,001 | — | — | — | — | 327,501 | | Troy K. Richardson | 107,500 | 200,001 | — | — | — | — | 307,501 | | Roxanne Taylor | 107,500 | 200,001 | — | — | — | — | 307,501 | | Lee D. Roberts(4) | 39,617 | 200,001 | | | | | 239,618 |

  32. Director Compensation Table

    (1)Includes amounts that have been deferred under the deferred compensation plan for directors. (2)Amounts shown are the aggregate grant date fair value of stock 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 15 “Employee plans” to our consolidated financial statements in our 2025 Annual Report. Includes awards that have been deferred under the deferred compensation plan for directors. (3)Peter Altabef served as Chief Executive Officer of Unisys until March 31, 2025. He continued to serve as Chair of the Board for the remainder of the year. (4)Mr. Roberts served on the Board from January 1, 2025 to May 8, 2025.

  33. 2025 Compensation Highlights

    | Pay Component | What We Did | | Why We Did It | | Base Salary | •Mr. Thomson received a 4.5% and 14.3% increase in base salary in January and April 2025 respectively, based on performance, market considerations and appointment as CEO. •Mr. Arrasmith received a 13.7% increase in base salary in April 2025 based on performance, market considerations and appointment as COO. •Ms. McCann, Ms. Prohl and Ms. Poggenpohl received a 1.9%, 8.2% and 4.1% increase in base salary respectively, based on performance and market considerations. | | The increases were determined based on the assumption of new roles, individual performance and market considerations. | | Short-Term Incentives (“STI”) | •Mr. Thomson received a 9.1% increase in STI target percentage based on performance, market considerations and appointment as CEO. •Mr. Arrasmith received a 33.3% increase in STI target percentage based on performance, market considerations and appointment as COO. •Final 2025 plan achievement resulted in below target performance. | | The increase for Mr. Thomson and Mr. Arrasmith in STI target is due to their transition to new roles as CEO and COO, respectively. | | Long-Term Incentives (“LTI”) | •Strategically redesigned the mix of performance measures between shares and cash to carefully manage share usage, minimize dilution and conserve our equity reserves. •2025 LTI award values included time‑based RSUs and performance‑based cash awards tied to relative TSR and non‑GAAP operating profit, with performance awards earned over a three‑year performance period and cliff vesting at the end of that period. •50% of the 2025 target LTI opportunity was tied to long‑term, three‑year performance‑based metrics. •For the performance period ending in 2025, the relative TSR awards performed below threshold, while Non‑GAAP operating profit‑based awards performed above target. | | This change was intended to carefully manage share usage and to minimize dilution, while continuing to incentivize behavior that drives stock price appreciation and stockholder value. |

  34. Our Principles-Based Philosophy

    | Alignment with Long-Term Stockholders’ Interests | Our NEOs’ interests are directly aligned with our stockholders’ interests through compensation programs that emphasize an appropriate balance of short- and long-term financial performance and deliver a meaningful percentage of compensation in the form of equity awards. Our LTI program further supports our continued focus on driving stockholder value creation. | | Competitiveness | Total compensation is competitive to attract qualified individuals, motivate performance and retain executives with the abilities and skills needed to foster long-term stockholder value creation. | | Motivating Achievement of Financial Goals and Strategic Objectives | A significant portion of overall compensation is dependent on the achievement of our short- and long-term financial goals and strategic objectives to create value in the long term, which is a key pillar of our pay-for-performance philosophy. | | Rewarding Superior Performance | Performance that exceeds target is appropriately rewarded with above target payouts. This is balanced with downside risk of below-target payouts if we do not achieve our target financial goals and strategic objectives. | | Responding to Change | As our industry evolves and our opportunities for competitive business advantages change over time, we evolve to continue to create value. Our compensation programs are tailored to our strategic priorities (which may impact how we calibrate incentive plan payouts to various levels of performance) along with stockholder feedback and macroeconomic factors. |

  35. Other NEOs

    | | Base Salary | | Target Bonus | | Performance-Based Cash (NGOP) |

  36. Other NEOs

    | | Performance-Based Cash (TSR) | | Time-Based RSUs |

  37. Mix of Performance Measures

    Mix of Performance Measures The performance measures included in the 2025 STI and LTI plans are summarized below. These measures are aligned with our business strategy, tracked regularly and used to manage and measure financial performance across our business. These performance measures reflect prevailing practices among our peer group and incorporate perspectives shared by investors during stockholder engagement discussions. As in previous fiscal years, the Compensation and Human Resources Committee determined to use Non-GAAP Operating Profit as a metric in both the STI and performance-based LTI programs because it believes that this metric is a key indicator of our underlying operating performance (by measuring the metric over one year performance period with respect to our STI, focusing on near-term execution) and our ability to create long-term stockholder value (by measuring the metric over a cumulative three-year performance period with respect to our performance-based LTI, focusing on sustained, long-term value creation).

  38. 2025 Performance Measures

    2025 Performance Measures

  39. 2025 Performance Measures

    | Metric | Details | % of STI | % of Performance LTI* | | Revenue | This metric reflects Unisys’ total revenue. Revenue is subject to adjustment by the Compensation and Human Resources Committee of the board of directors when there are special items related to discontinued operations or significant non-operational items. | 50% | N/A | | Non-GAAP Operating Profit | This measure excludes pretax pension and postretirement expense, pretax goodwill impairment charge and pretax charges or gains associated with certain legal matters related to settlements, professional services and legal fees, including legal defense costs, associated with certain legal proceedings, and cost-reduction activities and other expenses. Non-GAAP operating profit is subject to adjustment by the Compensation and Human Resources Committee of the board of directors when there are special items related to discontinued operations, reorganizations, restructurings or significant non-operational items. | 50% | 50% | | Relative Total Stockholder Return (“rTSR”) | Unisys’ TSR positioning among the constituent companies of the Russell 2000 Index over multiple performance periods. Awards are issued in cash. | N/A | 50% |

  40. 2025 Performance Measures

    * 50% of the total annual LTI award was delivered in long‑term, performance‑based awards, with the remaining 50% allocated to time‑based RSUs.

  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 2025, Meridian performed duties requested by the Committee, including: (1)conducting a risk assessment in collaboration with management; (2)providing recommendations on the composition of the peer group; (3)analyzing executive and director compensation in comparison to market references; (4)updating the Committee on executive compensation, regulatory, legislative, compliance and governance topics and trends; (5)advising the committee on STI and LTI plan designs; (6)reviewing disclosures related to executive and director compensation; (7)providing data, analysis and advice for review of Mr. Thomson’s compensation, which were then recommended to and approved by the independent members of the Board; (8)regularly attending meetings and joining from time to time in executive sessions with the Committee without the presence of management; and (9)supporting requests from the Committee. |

  42. Timeline

    | | | | | | | | | | | Review •Evaluate peer group •Conduct competitive market review | Engage •Consider compensation program changes •Review trends and developments related to compensation governance | | Evaluate •Determine compensation program design changes •Establish performance measures and targets and individual performance objectives | | Approve •Review CEO performance •Set target compensation for CEO and executive officers •Approve annual STI payouts and LTI grants | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

  43. 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 those of the peer group members, with the goal of setting the NEOs compensation 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:

  44. Peer Group

    | Comparable Size | Comparable Industry and Peers | | •Revenue ($1B – $10B), market capitalization (<$20B), number of employees, EBITDA margin, enterprise value | •Industry group analysis based on the Global Industry Classification Standard, including a review of peer groups identified by third‑party sources, proxy advisory firms, and direct competitors, supplemented by a broader technology screen encompassing software and professional services companies | | Publicly Traded U.S. Based Companies | Other Consideration | | •Traded on North American Stock Exchanges, filings, financials, compensation data available | •Business fit, non-U.S. sales, cybersecurity, software, services, technology offerings, talent competitors and end markets |

  45. 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 2024, in connection with its annual review, the Committee considered the recommendation of its independent compensation consultant and approved updates to the peer group. These changes included the removal of NetApp, Inc., Amdocs Limited, V2X, Inc., Tyler Technologies, Inc., and NetScout Systems, Inc., and the addition of NCR Voyix Corporation, Conduent International, Rackspace Technology, Inc., Pegasystems, Inc., and GitLab Inc. The peer group used for purposes of setting 2025 executive compensation is set forth below.

  46. Peer Group

    | 2025 Compensation Peer Group | | | Box Inc. CACI International Inc. Conduent International EPAM Systems, Inc. GitLab, Inc. ICF International Inc. KBR, Inc. Maximus, Inc. | NCR Voyix Corporation Pegasystems, Inc. Perficient, Inc. Rackspace Technology, Inc. Teradata Corporation Thoughtworks Holding, Inc. TTEC Holding, Inc. Verint Systems, Inc. |

  47. Peer Group

    | 50 | | Advisory Vote to Approve Executive Compensation |

  48. 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 at the beginning of the fiscal year and measures actual Company performance to determine the funding of such payouts at the end of the fiscal year. For 2025, the awards paid to NEOs under the EVC plan depended upon (a) the NEO’s target incentive opportunity (b) the degree to which the Company performance goals were met, and (c) the NEO’s individual performance. In 2025, target award opportunities for NEOs were based on performance and market considerations and stated as a percentage of total earned base salary. Mr. Thomson and Mr. Arrasmith received increases to their target bonus opportunities in connection with their appointment as CEO and COO respectively. These reflect expanded responsibilities, the scope and complexity of the roles, and market levels for similarly situated executives. The following table summarizes the target award opportunities for NEOs in 2025:

  49. Short-Term Incentive Compensation

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

  50. Short-Term Incentive Compensation

    (1)The dollar amounts shown in this table are on an annualized basis and do not correspond to the amount of bonus actually earned by a specific NEO during 2025. Please see the Summary Compensation Table below for additional details about 2025 bonus actually earned by each NEO. (2)The 2025 target award opportunities for Mr. Thomson and Mr. Arrasmith reflect their mid‑year appointments as CEO and COO, respectively, effective April 1, 2025. The target award rate was applied consistently for the full year, with amounts reflecting prorated base salaries prior to appointment and increased base salaries following appointment. (3)Mr. Altabef’s employment terminated on March 31, 2025. In connection with this termination other than for cause, Mr. Altabef entered into a Transition Agreement in December 2024, and did not receive a bonus opportunity for 2025. 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. For 2025, the Committee approved two equally weighted performance measures under the EVC for the NEOs: (i) revenue and (ii) non-GAAP operating profit. In addition, the Compensation and Human Resources Committee reviews each NEO’s individual performance and contributions toward EVC attainment and uses this assessment to determine differentiated payout levels. Funding under the EVC plan requires achievement of at least 50% of target Non‑GAAP operating profit for the performance year. For 2025, we exceeded the minimum performance requirement. Based on actual performance, each NEO may earn between 0% and 200% of their respective 2025 Target Award Opportunity. Actual payouts were determined based on the Company’s financial performance and each NEO’s individual performance. Below are the 2025 performance measures and their respective 2025 payout curves. We believe these measures are the most effective in assessing the success of our business strategy in 2025.

  51. Short-Term Incentive Compensation

    | 52 | | Advisory Vote to Approve Executive Compensation |

  52. Short-Term Incentive Compensation

    | Measure | Weighting | 2025 Performance Scale (% of Target Performance Level) | | | Revenue | | 90%-110% | | | Non-GAAP Operating Profit | | 65%-130% | |

  53. Short-Term Incentive Compensation

    The Committee set threshold, mid-target, target, mid-maximum, and maximum payout opportunities in 2025 for each measure as shown below:

  54. Short-Term Incentive Compensation

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

  55. Short-Term Incentive Compensation

    | 2026 Proxy Statement | 53 |

  56. Short-Term Incentive Compensation

    The table below summarizes the threshold, target and maximum performance levels for determining EVC funding for each performance measure for 2025 and Adjusted Actual 2025 performance outcomes. At the discretion of the Committee, Actual Revenue results were adjusted downward to account for fluctuations in foreign currency exchange rates to facilitate comparisons of the company’s revenue performance to target.

  57. Short-Term Incentive Compensation

    | Measure (Unisys Corporate) | Metric(1) | | | | Weight | Results | | | | | | Threshold | Target | Maximum | | Performance (% of Target) | Funding by Metric | Weighted by Metric | | Revenue ($M) | | | | | | 93.76% | 71.49% | 35.75% | | Non-GAAP Operating Profit ($M) | | | | | | 103.45% | 103.45% | 51.73% | | | | | | | | | Total: | 87.47% |

  58. Short-Term Incentive Compensation

    (1)Funding 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 on page 52. 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 24, 2026 (but such report shall not be deemed to be incorporated by reference to this Proxy Statement). The following table shows the 2025 EVC targets and the actual awards paid to the NEOs under the EVC plan.

  59. Short-Term Incentive Compensation

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

  60. Short-Term Incentive Compensation

    (1)Actual payouts reflect the Compensation and Human Resources Committee’s review and determination of individual performance and contributions, and may be adjusted upward or downward from formula‑based amounts. (2)Mr. Altabef’s employment ended on March 31, 2025. In connection with his termination other than for cause, Mr. Altabef entered into a Transition Agreement in December 2024, and did not receive a bonus opportunity for 2025.

  61. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The LTI plan is designed to provide participants 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 2025, the Committee used a combination of long-term incentive vehicles, including time-based RSUs, rTSR-based cash and Non-GAAP Operating Profit-based cash. These vehicles focus NEOs on driving long-term stockholder value creation and fostering leadership stability. We modified our performance-based LTI awards to more closely align to market practice and in response to investor feedback. 2025 performance-based LTI awards more strongly emphasize the long-term focus of the program through our modified performance-based award design, which now measures performance entirely based on the full three-year performance period (rather than a combination of one-, two- and three-year performance periods). In addition, we revised the mix of LTI awards for 2025 to be 50% time-based RSUs, 25% rTSR performance-based cash awards and 25% NGOP performance-based cash awards.

  62. Long-Term Incentive Compensation

    | 54 | | Advisory Vote to Approve Executive Compensation |

  63. Long-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 Cash | •Grant outcomes are contingent upon achievement of rTSR as follows: - 100% of target three-year performance (2025-2027) •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. •If the Company’s absolute TSR is negative, then payout is capped at 100% of Target (regardless of rTSR) •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 outcomes are contingent upon achievement of Non‑GAAP Operating Profit, as follows: - 100% of target three-year performance (2025-2027) •Payouts of 0% to 200% of target based on performance | | | | | | | | Non-GAAP Operating Profit-Based Cash | | | | | | | Below Threshold | Threshold | Target | Maximum | | | 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. | | | | |

  64. Long-Term Incentive Compensation

    Time-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. The payout scale of the cash awards does not fluctuate based on changes in our stock price. Performance Periods for all 2025 rTSR-Based and Non-GAAP Operating Profit-Based Awards:

  65. Long-Term Incentive Compensation

    | Vesting | 2025 | 2026 | 2027 | 2028 | | One Tranche vesting in 2028 | 2025 Target Awards Granted to NEOs | Awards vest in 2028 (for 2025-2027 performance) | | |

  66. 2025 Target LTI Plan Award Grants

    2025 Target LTI Plan Award Grants The table below shows the target value of the long-term incentive awards granted in 2025, which the CHRC established based on market considerations, performance history, and industry benchmarks as of the grant date for each of the NEOs.

  67. 2025 Target LTI Plan Award Grants

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

  68. 2025 Target LTI Plan Award Grants

    (1)Mr. Altabef’s employment ended on March 31, 2025. In connection with his termination other than for cause, Mr. Altabef entered into a Transition Agreement in December 2024. Restricted Stock Units issued to Mr. Altabef in connection with his service as Chair of the Board, post employment as CEO are reported in the Compensation of Directors section of this Proxy Statement.

  69. 2025 Target LTI Plan Award Grants

    | 2026 Proxy Statement | 55 |

  70. 2025 Target LTI Plan Award Grants

    The CHRC converted LTI values in the table above to RSUs by dividing the applicable dollar amount by the closing price of our common stock on the effective date of the grant and rounding up to the nearest whole share.

  71. LTI Results

    LTI Results The vested amounts for each tranche of the rTSR-based RSUs, rTSR-based cash awards, and Non-GAAP Operating Profit-based cash awards, based on performance for the period ending in 2025, are shown in the tables below. Vesting for rTSR awards 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 Non-GAAP Operating Profit versus pre-established threshold, target and maximum goals.

  72. 2023 and 2024 Profit-Based Cash

    | Grant Year | Vesting Period | Performance Period | | Threshold ($M) | Target ($M) | Maximum ($M) | Vesting (as a % of target) | | 2023 | Tranche 3 | 1/1/2023-12/31/2025 | | | | | 140.27% | | 2024 | Tranche 2 | 1/1/2024-12/31/2025 | | | | | 148.48% |

  73. 2023 and 2024 relative Total Shareholder Return (“rTSR”)-Based RSUs and rTSR-Based Cash

    2023 and 2024 relative Total Shareholder Return (“rTSR”)-Based RSUs and rTSR-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. 2023 and 2024 relative Total Shareholder Return (“rTSR”)-Based RSUs and rTSR-Based Cash

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

  75. 2023 and 2024 relative Total Shareholder Return (“rTSR”)-Based RSUs and rTSR-Based Cash

    (1)For the 2023 awards, we measured rTSR among the constituent companies of the Russell 2000 Index from January 1, 2023 through December 31, 2025. The results of the 2025 rTSR positioning of the peer companies in the index were Threshold -37.84%, Target 16.82%, and Maximum 86.97%. For this grant, three-year Unisys rTSR was -39.27% (below threshold). This results in a ranking of 1,188 out of 1,573, for a 24th percentile ranking and 0% vesting. (2)For the 2024 awards, we measured rTSR among the constituent companies of the Russell 2000 Index from January 1, 2024 through December 31, 2025. The results of the 2025 rTSR positioning of the peer companies in the index were Threshold -28.22%, Target 18.66% and Maximum 68.98%. For this grant, two-year Unisys rTSR was -48.20% (below threshold). This results in a ranking of 1,452 out of 1,704, for a 15th percentile ranking and 0% vesting.

  76. Long-Term Incentive Granting Practices

    Long-Term Incentive Granting Practices While the Company does not have a formal policy regarding the timing of equity awards, it follows the practices described below. 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 approximately four trading days after the Company’s earnings release. The dates of regularly scheduled Committee meetings are generally determined many months in advance as part of annual Board scheduling. 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. It is not the Company’s practice to time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. Should an equity award be made at a time when material non-public information exists, the Committee (or the Committee delegate approving the award) would consider the anticipated effect of that material nonpublic information on the Company’s stock price when sizing the award.

  77. Long-Term Incentive Granting Practices

    | 56 | | Advisory Vote to Approve Executive Compensation |

  78. Mr. Thomson’s CEO Package

    Mr. Thomson’s CEO Package The Board promoted Mr. Thomson to CEO and President and elected Mr. Thomson as a director of the Company, effective April 1, 2025. Mr. Thomson had been President and Chief Operating Officer of the Company since May 2022. Prior to this role, Mr. Thomson served as the Company’s Executive Vice President and Chief Financial Officer since 2021; Senior Vice President and Chief Financial Officer since 2019; and Vice President and Corporate Controller since 2015. In connection with the promotion to CEO and President, on December 5, 2024, the Company entered into a letter agreement (the “Offer Letter”) with Mr. Thomson. Pursuant to the Offer Letter, effective April 1, 2025, Mr. Thomson received an annual base salary of $800,000 and was assigned an annual target bonus of 120% of earned base salary under the Company’s Executive Variable Compensation Plan. In addition, Mr. Thomson received a 2025 equity award with a target grant date fair value of $3,881,250 under the same terms and conditions as all other grant recipients. Mr. Thomson is eligible for severance benefits upon a termination without cause and is also eligible for change-in-control payments and benefits if, following a change of control, the Company terminates his employment without “cause” or Mr. Thomson terminates employment for “good reason”. Please see Potential Payments upon Termination or Change in Control below for further details concerning the severance agreement terms and change-in-control agreement terms.

  79. Other Benefits

    Other Benefits Executive officers participate in the retirement programs discussed below under “Defined Contribution Plans” and “Non-Qualified Deferred Compensation.” 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 details. 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 details are provided under “Executive Officer Severance Agreements.”

  80. Summary Compensation Table

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

  81. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Michael M. Thomson(4) CEO and President | 2025 | 771,538 | — | 1,940,628 | 1,487,222 | 21,500 | 4,220,888 | | | 2024 | 670,000 | — | 1,472,525 | 2,279,843 | 12,711 | 4,435,079 | | | 2023 | 669,327 | — | 1,758,820 | 1,728,738 | 11,407 | 4,168,292 | | Debra McCann Executive Vice President and CFO | 2025 | 544,615 | — | 833,750 | 886,914 | 14,000 | 2,279,279 | | | 2024 | 535,000 | — | 1,016,739 | 1,489,927 | 18,816 | 3,060,482 | | | 2023 | 534,327 | — | 1,100,483 | 1,112,785 | 9,900 | 2,757,495 | | Chris Arrasmith(5) Executive Vice President and COO | 2025 | 522,250 | — | 600,002 | 701,218 | 14,000 | 1,837,470 | | Kristen Prohl SVP, General Counsel, Corporate Secretary and Chief Administration Officer | 2025 | 528,462 | — | 475,001 | 786,539 | 22,050 | 1,812,052 | | | 2024 | 489,615 | 100,000 | 771,325 | 951,041 | 9,977 | 2,321,958 | | Teresa Poggenpohl SVP and Chief Marketing Officer | 2025 | 509,231 | — | 350,000 | 635,520 | 19,000 | 1,513,750 | | | 2024 | 489,519 | — | 385,662 | 882,814 | 16,584 | 1,774,579 | | | 2023 | 465,000 | — | 716,172 | 713,869 | 14,900 | 1,909,941 | | Peter Altabef(6) Chair, Former CEO | 2025 | 375,619 | — | 200,001 | 1,001,514 | 4,415,636 | 5,992,770 | | | 2024 | 991,000 | — | 2,188,870 | 3,684,261 | 17,631 | 6,881,762 | | | 2023 | 991,000 | — | 2,249,583 | 2,869,362 | 23,463 | 6,133,408 |

  82. Summary Compensation Table

    (1)The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted to our NEOs. (2)Amounts include short-term incentives earned under the 2025 EVC Plan and amounts earned during 2025 with respect to Long-Term Performance-Based Cash awards (tranche 2 of 2024 cash awards and tranche 3 of 2023 cash awards). (3)The amounts in this column reflect all other compensation with the details for 2025 referenced in the table below. (4)The Board promoted Mr. Thomson to Chief Executive Officer and elected Mr. Thomson as a director of the Company, both effective on April 1, 2025. (5)The Board appointed Mr. Arrasmith to Executive Vice President and Chief Operating Officer, effective April 1, 2025. As such, his fiscal 2025 compensation reported in this table is prorated for part-year service. (6)Mr. Altabef transitioned from his role as Chief Executive Officer on March 31, 2025. Consistent with the terms of his termination other than for cause and his Transition Agreement outlined below, Mr. Altabef received a severance payment including 2 times the sum of his base salary and target bonus, vesting of certain LTI awards, and a one-time payment to offset COBRA premiums. He received a $200,000 award for his service post employment, as a non-employee Director.

  83. Summary Compensation Table

    | 60 | | Advisory Vote to Approve Executive Compensation |

  84. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information on grants of plan-based awards during 2025 to the NEOs.

  85. Grants of Plan-Based Awards

    | | | Grant Date in 2025 | 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 ($)(2) | | Name | Award Type | | Threshold ($) | Target ($)(1) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael M. Thomson | EVC Plan | | 465,000 | 930,000 | 1,860,000 | | | | | | | | Time-Based RSU | 2/24 | | | | | | | 433,176 | 1,940,628 | | | PB Cash Non-GAAP Profit | 2/24 | 485,157 | 970,313 | 1,940,626 | | | | | | | | rTSR-Based Cash | 2/24 | 485,157 | 970,313 | 1,940,626 | | | | | | | Debra McCann | EVC Plan | | 258,875 | 517,750 | 1,035,500 | | | | | | | | Time-Based RSU | 2/24 | | | | | | | 186,105 | 833,750 | | | PB Cash Non-GAAP Profit | 2/24 | 208,438 | 416,875 | 833,750 | | | | | | | | rTSR-Based Cash | 2/24 | 208,438 | 416,875 | 833,750 | | | | | | | Chris Arrasmith | EVC Plan | | 261,875 | 523,750 | 1,047,500 | | | | | | | | Time-Based RSU | 2/24 | | | | | | | 133,929 | 600,002 | | | PB Cash Non-GAAP Profit | 2/24 | 150,000 | 300,000 | 600,000 | | | | | | | | rTSR-Based Cash | 2/24 | 150,000 | 300,000 | 600,000 | | | | | | | Kristen Prohl | EVC Plan | | 251,750 | 503,500 | 1,007,000 | | | | | | | | Time-Based RSU | 2/24 | | | | | | | 106,027 | 475,001 | | | PB Cash NON GAAP Profit | 2/24 | 118,750 | 237,500 | 475,000 | | | | | | | | rTSR Based Cash | 2/24 | 118,750 | 237,500 | 475,000 | | | | | | | Teresa Poggenpohl | EVC Plan | | 242,250 | 484,500 | 969,000 | | | | | | | | Time-Based RSU | 2/24 | | | | | | | 78,125 | 350,000 | | | PB Cash Non-GAAP Profit | 2/24 | 87,500 | 175,000 | 350,000 | | | | | | | | rTSR Based Cash | 2/24 | 87,500 | 175,000 | 350,000 | | | | | | | Peter Altabef | Non-Employee Director Stock Award | 4/1 | — | — | — | | | | 44,248 | 200,001 |

  86. Grants of Plan-Based Awards

    (1)Target amounts represent annualized base salary (adjusted for mid-year pay raises) multiplied by target bonus percent. (2)Time-based RSU value is determined using the Unisys closing price on grant date: $4.48 on February 24, 2025 and $4.52 on April 1, 2025.

  87. Grants of Plan-Based Awards

    | 2026 Proxy Statement | 61 |

  88. Grants of Plan-Based Awards

    Awards shown under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” are annual bonuses in the form of cash incentive compensation through the EVC Plan and performance-based cash awards. As discussed more fully in “Compensation Discussion and Analysis” above, the amount of incentive compensation paid to the NEOs under the EVC Plan generally depends upon (a) the officer’s target annual bonus amount, (b) the degree to which the Company’s performance goals were met and (c) individual performance as determined by the Committee. 2025 rTSR-based cash and Performance-Based Cash Non-GAAP Operating Profit awards each have a single vesting tranche, based on performance over a three-year performance period. To the extent the performance goals are met, an award will generally vest upon the later of the anniversary of the grant date next following the end of the applicable performance period or the Committee’s certification of applicable performance results, provided the NEO is then employed by the Company. Time-based RSUs generally vest in three equal annual installments on the first three anniversaries of the date of grant, provided the NEO is then employed by the Company.

  89. 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, 2025.

  90. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Michael M. Thomson | 564,114 | 1,556,955 | 269,924 | 744,990 | | Debra McCann | 272,053 | 750,866 | 180,446 | 498,031 | | Chris Arrasmith | 159,314 | 439,707 | 143,810 | 396,916 | | Kristen Prohl | 157,354 | 434,297 | 35,219 | 97,204 | | Teresa Poggenpohl | 110,187 | 304,116 | 148,064 | 408,657 | | Peter Altabef | — | — | 307,440 | 848,534 |

  91. Outstanding Equity Awards at Fiscal Year-End

    (1)The awards 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). (2)Market value reflects $2.76 closing price of Unisys common stock on December 31, 2025.

  92. Outstanding Equity Awards at Fiscal Year-End

    | 62 | | Advisory Vote to Approve Executive Compensation |

  93. Outstanding Equity Awards at Fiscal Year-End

    | Name | Vesting Date | Number of Shares or Units of Stock That Have Not Vested (Time-Based RSUs and earned Performance- Based RSUs Still Subject to Service Conditions) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (Performance-Based RSUs at Threshold)(1) | | Michael M. Thomson | 2026-02-24 | 144,392 | | | | 2026-02-26 | 42,042 | 15,766 | | | 2026-02-28 | 46,854 | 7,029 | | | 2026-05-08 | | 48,201 | | | 2027-02-24 | 144,392 | | | | 2027-02-26 | 42,042 | 15,766 | | | 2028-02-24 | 144,392 | | | Debra McCann | 2026-02-24 | 62,035 | | | | 2026-02-26 | 29,029 | 10,886 | | | 2026-02-28 | 27,890 | 4,184 | | | 2026-05-08 | | 32,134 | | | 2027-02-24 | 62,035 | | | | 2027-02-26 | 29,029 | 10,886 | | | 2028-02-24 | 62,035 | | | Chris Arrasmith | 2026-02-24 | 44,643 | | | | 2026-02-26 | 8,509 | 3,191 | | | 2026-02-28 | 8,367 | 1,256 | | | 2026-05-08 | | 32,134 | | | 2027-02-24 | 44,643 | | | | 2027-02-26 | 8,509 | 3,191 | | | 2028-02-24 | 44,643 | | | Kristen Prohl | 2026-02-24 | 35,342 | | | | 2026-02-26 | 22,022 | 8,259 | | | 2026-08-01 | 7,283 | 1,093 | | | 2027-02-24 | 35,342 | | | | 2027-02-26 | 22,022 | 8,259 | | | 2028-02-24 | 35,343 | | | Teresa Poggenpohl | 2026-02-24 | 26,041 | | | | 2026-02-26 | 11,011 | 4,129 | | | 2026-02-28 | 10,040 | 1,506 | | | 2026-05-08 | | 32,134 | | | 2027-02-24 | 26,042 | | | | 2027-02-26 | 11,011 | 4,130 | | | 2028-02-24 | 26,042 | | | Peter Altabef | 2026-02-26 | | 23,436 | | | 2026-02-28 | | 10,448 | | | 2026-05-08 | | 48,201 | | | 2027-02-26 | | 23,436 |

  94. Outstanding Equity Awards at Fiscal Year-End

    (1)Award performing below target are shown at threshold.

  95. Outstanding Equity Awards at Fiscal Year-End

    | 2026 Proxy Statement | 63 |

  96. 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 2025 for each of the NEOs.

  97. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Michael M. Thomson | — | — | 178,933 | 780,823 | | Debra McCann | — | — | 141,709 | 631,714 | | Chris Arrasmith | — | — | 39,180 | 183,564 | | Kristen Prohl | — | — | 62,260 | 268,858 | | Teresa Poggenpohl | — | — | 43,458 | 189,823 | | Peter Altabef | — | — | 518,486 | 2,312,632 |

  98. Option Exercises and Stock Vested

    (1)Reflects the market value of the stock awards on the date of vesting, which for each of the awards equals the per share closing price of Unisys common stock as reported by NYSE on the vesting date (or the previous Friday if the vesting date falls on a weekend).

  99. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The table below shows compensation of the U.S. 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 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.

  100. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in 2025 ($) | Company Contributions in 2025 ($) | Aggregate Earnings in 2025 ($)(1) | Aggregate Withdrawals/ Distributions in 2025 ($) | Aggregate Balance at December 31, 2025 ($)(1) | | Michael M. Thomson | — | — | $3,522 | — | $29,503 |

  101. Non-Qualified Deferred Compensation

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

  102. 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, assuming that each covered circumstance occurred on December 31, 2025. No disclosure is provided with respect to Mr. Altabef because his service as our CEO ended prior to December 31, 2025. Instead, the below describes his actual termination payments received.

  103. Potential Payments Upon Termination or Change in Control

    | 64 | | Advisory Vote to Approve Executive Compensation |

  104. 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, 2025: •The total annual compensation of the median compensated employee (other than Mr. Thomson, the Company’s CEO) was approximately $27,310. •The annualized target compensation for Mr. Thomson, the Company’s CEO, was $5,641,250, inclusive of his annual salary on December 31, 2025, his target bonus and 2025 long-term incentive award. •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 206 to 1.

  105. CEO Pay Ratio

    | 2026 Proxy Statement | 67 |

  106. CEO Pay Ratio

    As of December 31, 2025, 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, 2025. To identify the median compensated employee, we calculated total annual cash compensation for each of our worldwide employees as of December 31, 2025. For this purpose, total annual cash compensation was calculated as the sum of each employee’s salary or hourly wages in 2025 plus the employee’s variable cash compensation for 2025. For non-U.S. employees, we applied currency exchange rates as in effect on December 31, 2025. We then ranked the total 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, 2025. The total annual compensation for this employee for the year ended December 31, 2025, 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.

  107. CEO Pay Ratio

    | 68 | | Advisory Vote to Approve Executive Compensation |

  108. 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 the relationship between executive compensation actually paid for our principal executive officer (“PEO”) and average Non-PEO NEOs and certain Company financial performance for the fiscal years listed below.

  109. Pay Versus Performance

    | Year | Summary Compensation Table Total for Peter Altabef(1) ($) | Summary Compensation Table Total for Michael M. Thomson(1) ($) | Compensation Actually Paid to Peter Altabef(1)(2)(3) ($) | Compensation Actually Paid to Michael M. Thomson(1)(2)(3) ($) | 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 $100 Investment |based on:(4) | | Net Loss ($ Millions) | Non-GAAP Operating Profit ($ Millions)(1) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 5,992,770 | 4,220,888 | 3,463,615 | 1,359,871 | 1,860,638 | 751,523 | 14.02 | 130.34 | (340.0) | 176.9 | | 2024 | 6,881,762 | — | 7,368,657 | — | 2,898,025 | 3,072,849 | 32.16 | 129.34 | (193.2) | 176.4 | | 2023 | 6,133,408 | — | 6,129,859 | — | 2,333,051 | 1,774,167 | 28.56 | 114.58 | (427.1) | 140.8 | | 2022 | 7,092,737 | — | (28,601) | — | 1,772,221 | 524,628 | 25.97 | 85.44 | (104.9) | 159.0 | | 2021 | 8,059,535 | — | 8,248,348 | — | 2,877,154 | 2,618,113 | 104.52 | 104.88 | (449.8) | 192.8 |

  110. Pay Versus Performance

    (1)Peter Altabef was our PEO from 2020 to March 2025. Michael M. Thomson was our PEO beginning in April 2025. The individuals comprising the Non-PEO named executive officers for each year presented are listed below.

  111. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Michael M. Thomson | Debra McCann | Debra McCann | Debra McCann | Debra McCann | | Gerald P. Kenney | Michael M. Thomson | Michael M. Thomson | Michael M. Thomson | Christopher Arrasmith | | Katherine Ebrahimi | Claudius Sokenu | Claudius Sokenu | Teresa Poggenpohl | Teresa Poggenpohl | | Shalabh Gupta | Katherine Ebrahimi | Katherine Ebrahimi | Kristen Prohl | Kristen Prohl | | Eric Hutto | Teresa Poggenpohl | Teresa Poggenpohl | | | | | Gerald P. Kenney | | | |

  112. Pay Versus Performance

    (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. (3)“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 and amounts in the “Inclusion of Equity Values” column are the aggregate adjustments required for this purpose by SEC rules.

  113. Pay Versus Performance

    | Year | Summary Compensation Table Total for Peter Altabef ($) | Exclusion of Stock Awards for Peter Altabef ($) | Inclusion of Equity Values for Peter Altabef ($) | Compensation Actually Paid to Peter Altabef ($) | | 2025 | 5,992,770 | (200,001) | (2,329,154) | 3,463,615 |

  114. Pay Versus Performance

    | Year | Summary Compensation Table Total for Michael M. Thomson ($) | Exclusion of Stock Awards for Michael M. Thomson ($) | Inclusion of Equity Values for Michael M. Thomson ($) | Compensation Actually Paid to Michael M. Thomson ($) | | 2025 | 4,220,888 | (1,940,628) | (920,389) | 1,359,871 |

  115. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,860,638 | (564,688) | (544,427) | 751,523 |

  116. Pay Versus Performance

    | 2026 Proxy Statement | 69 |

  117. 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:

  118. 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 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Peter Altabef ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year 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 ($) | Total-Inclusion of Equity Values for Peter Altabef ($) | | 2025 | — | (1,639,858) | 200,001 | (889,297) | — | (2,329,154) |

  119. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Michael M. Thomson ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Michael M. Thomson ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Michael M. Thomson ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Michael M. Thomson ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Michael M. Thomson ($) | Total-Inclusion of Equity Values for Michael M. Thomson ($) | | 2025 | 1,195,566 | (1,764,131) | — | (351,824) | — | (920,389) |

  120. 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 Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year 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 ($) | Total-Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 347,889 | (746,612) | — | (145,704) | — | (544,427) |

  121. 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, 2020, through the end of the listed year in the Company and in the S&P 500 IT Services Index, respectively, assuming dividend reinvestment. (5)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 2025. 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 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.

  122. Pay Versus Performance

    | 70 | | Advisory Vote to Approve Executive Compensation |

  123. Pay Versus Performance

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

  124. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Unisys Corporation TSR and

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Unisys Corporation TSR and

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

    Description of Relationship Between PEO and Other NEO Average 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 Non-PEO NEOs, and our net income (loss) during the five most recently completed fiscal years.

  126. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Loss

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Loss

  127. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Loss

    | 72 | | Advisory Vote to Approve Executive Compensation |

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

    Description of Relationship Between PEO and Other NEO Average 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 Non-PEO NEOs, and our non-GAAP operating profit during the five most recently completed fiscal years. Non-GAAP operating profit is defined in footnote 5 to the Pay Versus Performance table above.

  129. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Non-GAAP Operating Profit

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Non-GAAP Operating Profit

  130. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 1. Number. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors which, subject. Subject to any right of the holders of any series of Preferred Stock then outstanding to elect additional directorsDirectors under specified circumstances, shall consist of not less than 7 nor more than 15 persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to timethe number of Directors shall be determined solely by the Board of Directors from time to time pursuant to a resolution adopted by a majority of the entire Board of Directors. Section 2. Terms. The directorsEach Director, other than those who may be elected by the holders of any series of Preferred Stock, shall, commencing with the Annual Meeting of Stockholders scheduled to be held in calendar year 2011 (the “2011 Annual Meeting”), be be elected at each Annual Meeting of Stockholders for a term expiring at the next Annual Meeting of Stockholders following theirsuch Director’s election and shall remain in office until their successorssuch Director’s successor shall have been elected and qualified or until theirsuch Director’s earlier death, resignation, retirement, disqualification or removal. The term of office of each director serving on the Board of Directors immediately prior to the election of directors at the 2011 Annual Meeting (other than any directors elected by holders of Preferred Stock) shall expire at the 2011 Annual Meeting, notwithstanding that any such director may have been elected for a term that extended beyond the date of the 2011 Annual Meeting, but such director may remain in office beyond the expiration of such term expiring at the 2011 Annual Meeting until a successor is elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal. Section 3. Stockholder Nomination of Director Candidates. Advance notice of stockholder nominations for the election of directorsDirectors shall be given in the manner provided in the Bylaws of the Corporation (the “Bylaws”). Section 4. Newly Created Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directorsDirectors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directorsDirectors then in office, even if less than a quorum. Any directorDirector so chosen (other than a directorDirector elected by holders of Preferred Stock) shall hold office for a term expiring at the next Annual Meeting of Stockholders following his or her election and shall remain in office until such director’sDirector’s successor shall have been elected and qualified or until such director’sDirector’s earlier death, resignation, retirement, disqualification or removal. No decrease in the number of directorsDirectors constituting the Board of Directors shall shorten the term of any incumbent directorDirector. Section 5. Removal. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any directorDirector, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least 80%a majority of the voting power of all of the shares of the Corporation entitled to vote thereon, voting together as a single class.