Chris Arrasmith
About Chris Arrasmith
Chris Arrasmith, 49, was elected Executive Vice President and Chief Operating Officer of Unisys, effective April 1, 2025. He previously served as SVP & GM, Enterprise Computing Solutions (Jan 2022–Mar 2025) and VP, Business Solutions (Jul–Dec 2021); prior roles include senior leadership positions at IBM (Aug 2018–Jul 2021) and Amelia/IPsoft (May 2014–Jul 2018) . His COO compensation framework includes base salary of $540,000, target annual bonus of 100% of salary under the EVC plan, and eligibility for a 2025 equity grant with a $1,200,000 target value . Company performance context for 2024: revenue declined 0.3% with operating margin of 4.8% and non-GAAP operating margin of 8.8% . Recent LTI performance payouts reflect mixed TSR momentum: 0% for 2022 grant’s 3-year rTSR tranche, 189.19% for 2023 grant’s 2-year tranche, and 174.50% for 2024 grant’s 1-year tranche .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Unisys | EVP & COO (elected) | Effective Apr 1, 2025 | — |
| Unisys | SVP & GM, Enterprise Computing Solutions | Jan 2022–Mar 2025 | — |
| Unisys | VP, Business Solutions | Jul 2021–Dec 2021 | — |
| IBM | Senior leadership positions | Aug 2018–Jul 2021 | — |
| Amelia (IPsoft) | Senior leadership positions | May 2014–Jul 2018 | — |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or related-party dealings disclosed; no Item 404(a) transactions . |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base salary | $540,000 | Effective upon assuming COO role Apr 1, 2025 |
| Target annual bonus | 100% of earned base salary | Under Executive Variable Compensation (EVC) Plan |
| Target LTI (equity eligibility) | $1,200,000 (2025 grant cycle) | Same terms/conditions as other recipients |
Performance Compensation
Short-Term Incentive (STI) – EVC Plan (Design)
| Metric | % of STI | Payout features | Notes |
|---|---|---|---|
| Revenue | 50% | Company caps incentive payouts at 2x target | Committee may adjust for special items |
| Non-GAAP Operating Profit | 50% | Company caps incentive payouts at 2x target | Adjusted for specified non-operational items |
Long-Term Incentive (LTI) – Design and Payout Mechanics
| Element | % of LTI | Vesting | Performance metric & curve | Notes |
|---|---|---|---|---|
| Time-based RSUs | 33% | Vests 1/3 annually on grant anniversary | n/a | Settled in stock |
| rTSR-based RSUs & rTSR-based Cash | 33% | Three tranches tied to 1-, 2-, 3-year periods | Relative TSR vs Russell 2000: 0% <25th pct; 50% at 25th; 100% at 55th; 200% at 80th; capped at 100% if absolute TSR negative | RSUs settled in stock; cash settled in cash |
| Performance-Based Cash (Non-GAAP Operating Profit) | 33% | Three tranches tied to 1-, 2-, 3-year periods | Based on pre-set Non-GAAP operating profit goals | Cash-settled; stock price does not affect payout scale |
LTI Payouts for Performance Periods Ending 12/31/2024 (Actuals)
| Metric (payout as % of target) | 2022 | 2023 | 2024 |
|---|---|---|---|
| rTSR Payout | 0.00% | 189.19% | 174.50% |
| Profit-Based Cash Payout (Non-GAAP Op Profit) | 62.33% | 200.00% | 179.46% |
Tranche Timing (for 2024 awards)
| Tranche | Performance period | Certify/Vest timing |
|---|---|---|
| 1/3 | 2024 | Vests in 2025 after Committee certification |
| 1/3 | 2024–2025 | Vests in 2026 after certification |
| 1/3 | 2024–2026 | Vests in 2027 after certification |
Equity Ownership & Alignment
| Policy/Practice | Detail |
|---|---|
| Stock ownership guideline (COO) | 1.5x base salary; compliance within 5 years of appointment |
| Clawback | SEC/NYSE-compliant clawback for current/former execs; 3-year lookback |
| Hedging/Pledging | Prohibited: hedging, short sales, margin, pledges; trading limited to windows with pre-clearance |
| Say-on-pay | Support of 84.5% (2023) and 90.5% (2024) |
Employment Terms
| Scenario | Cash Severance | Equity/Vesting | Benefits/Other | Triggers/Notes |
|---|---|---|---|---|
| Involuntary termination without Cause or for Good Reason (non-CIC) | Sum of annual base salary + target bonus, paid over 12 months | No automatic vesting disclosed for time/performance awards for NEOs other than CEO | Up to 12 months medical/dental/vision at active-employee cost | Requires release of claims |
| Change-in-Control + qualifying termination (double trigger) | Pro-rata bonus; lump sum = 2x salary + Highest Annual Bonus (greater of recent metrics) | Time-based RSUs vest; performance awards vest at target | 2 years of certain welfare premiums, 2 years health coverage eligibility at employee rates, outplacement; no excise tax gross-ups | Double trigger; agreement term runs 3 years post-CIC |
- Illustrative amounts using Arrasmith’s disclosed targets: non-CIC severance would equal ~$1,080,000 (salary $540,000 + target bonus $540,000) . Under CIC, the 2x multiple of salary+bonus would equate to ~$2,160,000 before pro-rata bonus and benefits (uses target bonus as proxy; actual uses “Highest Annual Bonus”) .
Compensation Structure Notes and Peer Context
- 2024 program mix: significant portion at-risk; LTI uses both relative market performance (rTSR) and absolute operational performance (Non-GAAP Op Profit), each at 33% of LTI; time-based RSUs are 33% .
- Governance best practices include: no CIC excise-tax gross-ups; double-trigger CIC; no option repricing/cash buyouts; anti-hedging/anti-pledging; independent consultant (Meridian) advising CHRC .
- 2024 peer group used for benchmarking includes Amdocs, Box, CACI, EPAM, ICF, KBR, MAXIMUS, NetApp, NetScout, Perficient, Teradata, Thoughtworks, TTEC, Tyler, V2X, Verint .
Performance & Track Record (Company context during Arrasmith’s tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue growth (YoY) | — | — | -0.3% |
| Operating margin (GAAP) | — | — | 4.8% |
| Operating margin (Non-GAAP) | — | — | 8.8% |
| rTSR award payout (context) | 0.00% (3-yr tranche) | 189.19% (2-yr tranche) | 174.50% (1-yr tranche) |
Note: Arrasmith’s 2025 equity grant (if awarded) will follow current LTI design; his personal historical payouts will start to accrue following vesting/certification cycles after his appointment .
Employment Agreements & Policies (Arrasmith-specific confirms)
- Compensation: Base $540,000; target bonus 100%; eligible for 2025 equity grant with $1,200,000 target value .
- Agreements: Eligible for executive severance and change-in-control agreements per Company forms described in the proxy; no related-party transactions; no special selection arrangements .
- Trading and alignment: Subject to insider trading policy (windowed trading/pre-clearance), anti-hedge/pledge, and stock ownership guideline of 1.5x salary for COO within 5 years .
Investment Implications
- Pay-for-performance alignment appears strong: STI focuses equally on revenue and profitability, while LTI balances relative TSR and absolute profit, with recent TSR and profit tranches paying above target for 2023–2024 performance cycles—supportive for retention and alignment as Arrasmith steps into COO .
- Governance risk is contained: double-trigger CIC; no excise-tax gross-ups; robust anti-hedging/pledging and clawback policy reduce misalignment/forced selling risks; say-on-pay support remains high (90.5% in 2024) .
- Retention economics are competitive but not excessive: non-CIC severance at ~1x salary+bonus and CIC at ~2x salary+bonus (plus standard benefits) provide stability through transition without shareholder-unfriendly features .
- Near-term equity supply watch: standard time-based RSUs vest 1/3 annually and rTSR/PB-cash tranches certify over 1-, 2-, 3-year periods; while individual Form 4 data for Arrasmith is not disclosed here, the design implies periodic vest-driven events in standard windows, mitigated by anti-pledging and pre-clearance rules .