UNISYS CORP UIS

26% shingled-prose overlap between the two filings.

2025: 45,224 chars · 2026: 47,523 chars

• Committee Report:80% overlap (1,817 → 1,860 chars)
• Pay Ratio (Item 402(u)):3% overlap (2,280 → 56,612 chars)
• Say-on-Pay proposal:1% overlap (2,393 → 25,000 chars)

• newSection PageExecutive Summary 40What Guides Our Program 432025 Executive Compensation Program 50Other Executive Compensation Practices and Policies56
• changedFor 2025, 2024,our NEOs were:
• new•Michael M.
• newThomson — Chief Executive Officer and President(1)
• changed•Debra blacklining:none;DebraMcCann — Executive Vice President and Chief Financial Officer
• changed•Chris Arrasmith Thomson— Executive Vice President and Chief Operating Officer(2)
• changed•Kristen blacklining:none;KristenProhl — Senior Vice President, General Counsel, Corporate Secretary and Chief Administration Officer
• changed•Teresa blacklining:none;TeresaPoggenpohl — Senior Vice President and Chief Marketing Officer
• new•Peter Altabef — Chair, Former Chief Executive Officer(3)
• new(1)Mr. Thomson served as President and Chief Operating Officer from January 1, 2025 to March 31, 2025, prior to his appointment as Chief Executive Officer and President.
• new(2)Mr. Arrasmith was promoted to Executive Vice President and Chief Operating Officer on April 1, 2025.
• new(3)Mr. Altabef served as Chief Executive Officer from January 1, 2025 to March 31, 2025.
• newStockholder Outreach and 2025 Say-on-Pay Results
• newAt our 2025 Annual Meeting, more than 83% of votes cast supported Unisys’s executive compensation program.
• newWe take a comprehensive approach to engaging with our stockholders throughout the course of the year, including on our executive compensation program and its alignment with stockholders’ expectations and market trends.
• newDuring 2025, we engaged with stockholders representing more than 29% of outstanding shares, including stockholders who voted in favor and those who opposed our 2025 say-on-pay proposal.
• newIn these meetings, we discussed our approach to executive compensation, our program’s tie to strategy, compensation-related considerations regarding our recent leadership transition and the evolution of our compensation program over time to more closely align with our strategy, performance and stockholder expectations.
• newStockholders expressed that they were generally satisfied with our compensation program and offered feedback on aspects of our plan design and disclosure.
• newWe also discussed the rationale and disclosure that we provided in prior year proxy statements related to the contractual severance received by our former CEO, Peter Altabef, in connection with his termination other than for cause and executive leadership transition in 2025.
• newWe have a track record of making responsive changes to our executive compensation program that closely align with our strategic direction and are reflective of stockholder feedback.
• newFor 2025, we have made changes to the structure of our compensation program.
• newOur performance-based LTI awards granted for the 2025 through 2027 performance period more strongly emphasize a long-term focus, with a full three-year performance period along with three-year cliff vesting.
• newThe CHRC greatly values the engagement with our stockholders and has, and will continue to, consider their input in evaluating our executive compensation program, consistent with our pay philosophy and overall business strategy.
• new2024 Say-On-Pay Support2025Say-On-Pay SupportFive-Year AverageSay-On-Pay Support
• new2026 Proxy Statement41
• new2025 Financial Results
• changed2024FinancialResultsThe table below illustrates a three-year lookback andprogressionof revenue, revenuegrowth,operating profit margin and non-GAAP operating profit margin.
• changedFor the year ended 2025, 2024,reported revenue decreased 2.9%, (0.3%),operating profit margin was 4.0%, 4.8%,and non-GAAP operating profit margin was 9.1%. 8.8%.
• newRevenue GrowthOperatingProfit MarginNon-GAAP OperatingProfit Margin(1)
• changed(1)For Fora 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 18,2025(but such report shall not be deemed to be incorporated by reference to this Proxy Statement).
• new2025 Performance Summary
• newIn 2025, we exceeded our upwardly revised profitability guidance and finished the year with a solid cash balance and strong liquidity.
• newOur full-year operating cash flow was negative $140.0 million in 2025 compared to positive $135.1 million in 2024.
• newFree cash flow was negative $217.6 million compared to $55.3 million in 2024.
• newPre-pension and postretirement free cash flow improved 55% to $127.7 million.
• changedRevenue for 2025 2024was $1.95 $2.01billion, a decrease of 2.9% 0.3%year-over-year on a reported basis and a decrease of 3.3% in constant currency.
• newOperating profit margin was 4.0%, representing an 80 basis point contraction year-over-year.
• newNon-GAAP operating profit margin was 9.1%, a 30 basis point improvement year-over-year.
• changedNet loss as a percentage of revenue was negative 17.4% and adjusted EBITDA as a percentage of revenue was 14.3%. were(9.6)%and14.5%,respectively.
• changedFor a reconciliation of our GAAP measures to non-GAAP measures, please see Appendix A to this Proxy Statement and the earnings release attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 24, 2026 18,2025(but such report shall not be deemed to be incorporated by reference to this Proxy Statement).
• newRevenue Operating ProfitMargin Non-GAAPOperatingProfit Margin Net Loss as aPercentage of Revenue Adjusted EBITDA as a Percentage of Revenue 2025 Actual $1,950M4.0%9.1%(17.4)%14.3%
• changedThe global GAAP pension deficit decreased increasedduring 2025 2024by approximately $300 $50million to approximately $450 $750million.
• changedDuring the year, we continued executing our pension management strategy with one annuity purchase that transferred approximately $320 $192million in pension liabilities to a third-party insurer.
• changedWe had approximately $413.9 $377million in cash and cash equivalents as of December 31, 2025. 2024.
• new42Advisory Vote to Approve Executive Compensation
• new2025 Compensation Highlights
• newPay 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.
• new•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.
• newShort-TermIncentives (“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.
• newThe increase for Mr. Thomson and Mr. Arrasmith in STI target is due to their transition to new roles as CEO and COO, respectively.Long-TermIncentives (“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.
• new2026 Proxy Statement43
• changed​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.
• changed​​​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.
• changed​​​Motivating Achievement of Financial Goals and Strategic Objectives ​​A significant portion of overall compensation is dependent on the achievement of our short- shortand 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.
• changed​​​Rewarding Superior Performance ​​Performance that exceeds target is appropriately rewarded with above target payouts.
• changed​​​Responding to Change ​​As our industry evolves and our opportunities for competitive business advantages change over time, we evolve to continue to create value.
• changedOur compensation programs are tailored to our strategic priorities (which may impact how we calibrate incentive plan payouts to various levels of performance) performance),along with stockholder feedback and macroeconomic factors.
• new44Advisory Vote to Approve Executive Compensation
• newCompensation Components Overview
• changedCompensationComponentsOverviewThe Unisys executive compensation program for 2025 2024included base salary, short-term incentives (“STI”) and long-term incentives (“LTI”), incentives,each of which is described below.
• newTarget MixElementCEO Other NEOs Description Why is it provided Base Salary Paid in cash •Provides a competitive fixed rate of pay relative to similar positions in the market.•Enables the Company to attract and retain critical executive talent.
• newSTIPaid annually in cash under the Executive Variable Compensation (“EVC”) Plan•Strengthens pay‑for‑performance alignment by tying NEO compensation to rigorous annual goals directly linked to execution of the operating plan and stockholder value creation.
• newLTIPaid under the LTI Plan using a combination of equity and cash awards•Aligns NEOs’ incentives with long‑term performance objectives designed to drive sustained stockholder value creation, while supporting executive retention.•In 2025, 50% performance-based and 50% time-based.
• newCompensation Mix
• changedCompensationMixThe charts below show the total target compensation mix of our CEO and our other NEOs.
• changedThese charts illustrate that a significant majority of our NEOs’ total target compensation is “at-risk” (85.8% ​(81.2%for our CEO and an average of 75.5% 77.1%for our other NEOs).
• newCEOOther NEOs
• newBase SalaryTarget BonusPerformance-Based Cash (NGOP)
• newPerformance-Based Cash (TSR)Time-Based RSUs
• new2026 Proxy Statement45
• changedThe performance measures included in the 2025 STI 2024EVCand LTI plans are summarized below.
• changedThese measures are aligned with our business strategy, tracked regularly and used to manage and measure financial andnon-financialperformance across our business.
• newThese performance measures reflect prevailing practices among our peer group and incorporate perspectives shared by investors during stockholder engagement discussions.
• newAs 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).
• new2025 Performance Measures
• changedMetricDetails ​Metric​​​Details​​​% of STI ​​​% of Performance LTI* ​​Revenue ​​​This metric reflects Unisys’ total revenue.
• new50% N/A Non-GAAPOperatingProfit 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.
• changed​​​50% 50%Relative ​​​33%​​RelativeTotalStockholderReturn (“rTSR”)Unisys’ (“rTSR”)​​​Unisys’TSR positioning among the constituent companies of the Russell 2000 Index over multiple performance periods.
• changedAwards are issued in bothstockandcash.
• newN/A 50%

More changes truncated for legibility. Open the filings on SEC for full prose.