Deborah Lee James
About Deborah Lee James
Deborah Lee James (age 66) is an independent director at Unisys (UIS) since 2017. She serves on the Compensation and Human Resources Committee and the Nominating and Corporate Governance Committee. Her background includes service as U.S. Secretary of the Air Force (2013–2017) and senior private-sector roles; the Board has affirmatively determined her to be independent under NYSE and SEC criteria.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Air Force | U.S. Secretary of the Air Force | 2013–2017 | Led a major defense department, providing perspective on cyber, logistics, border security; brings 30+ years of national security experience to board deliberations. |
| Science Applications International Corporation (SAIC) | Increasingly senior roles, including President, Technical & Engineering Sector | 2002–2013 | Private-sector leadership with digital products/solutions experience relevant to Unisys’ portfolio. |
| Business Executives for National Security | EVP & COO | 2000–2001 | Operational leadership experience. |
| United Technologies Corporation | VP, International Operations & Marketing | 1998–2000 | International operations/marketing exposure. |
| U.S. Department of Defense / U.S. Congress | Assistant Secretary of Defense for Reserve Affairs; Assistant to the Secretary for Legislative Affairs; Professional staff, House Armed Services Committee | Not disclosed | Government oversight, legislative affairs experience. |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Textron Inc. (NYSE: TXT) | Director | Current | Current public company directorship; committees not disclosed in UIS proxy. |
| Aerojet Rocketdyne Holdings, Inc. | Director | 2022–2023 | Prior public board role. |
Board Governance
- Independence and service: Independent director since 2017; Board confirms independence of James and all committee members of Audit & Finance and Compensation & HR committees.
- Committee assignments (2025 structure): Member, Compensation & Human Resources Committee (7 meetings in 2024); Member, Nominating & Corporate Governance Committee (7 meetings in 2024).
- Attendance: The Board met 9 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served.
- Board leadership and checks: Separate Chair and CEO as of April 1, 2025; established Lead Independent Director; regular executive sessions at Board and committee meetings.
- Overboarding policy: Non-management directors should not serve on more than four other public company boards in addition to Unisys.
Fixed Compensation
- Structure (non-employee directors): Cash retainer $85,000; equity retainer valued at $200,000; additional cash retainers for committee service (CHRC member $10,000; NCGC member $7,500). No options, no meeting fees disclosed.
- 2024 actuals (James): Cash fees $102,500 (consistent with $85,000 base + $10,000 CHRC + $7,500 NCGC); Stock awards $200,005; Total $302,505.
| Component | 2024 Amount |
|---|---|
| Cash fees ($) | 102,500 |
| Equity grant (grant-date fair value, $) | 200,005 |
| Total ($) | 302,505 |
- 2025 annual equity grant: On Feb 24, 2025, each non-employee director received 44,643 shares (value targeted at $200,000 divided by grant-date fair value).
Performance Compensation
- Not applicable: Unisys does not disclose any performance-based metrics for non-employee director pay; director compensation consists of cash retainers and time-based equity retainers.
Other Directorships & Interlocks
| Type | Company | Notes |
|---|---|---|
| Current public board | Textron Inc. (NYSE: TXT) | Current directorship. |
| Former public board | Aerojet Rocketdyne Holdings, Inc. | 2022–2023. |
| Interlocks/related parties | — | Unisys reports no related-party transactions in 2024 requiring disclosure. |
Expertise & Qualifications
- National security leadership with direct oversight of a major U.S. military department; brings insight into cyber, logistics, and border security challenges relevant to Unisys’ offerings.
- Private-sector digital solutions leadership (SAIC), adding perspective on technology transformation and client needs.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 178,474 |
| % of outstanding shares | <1% |
| Director ownership guideline | 5x annual cash retainer ($425,000) within five years; all directors compliant except those elected/appointed in the last five years (James joined 2017, thus in compliance cohort). |
| Hedging/pledging | Hedging, short sales, margin accounts, and pledging of Unisys securities are prohibited for directors. |
| Deferral program | Directors may defer cash fees and equity under the director deferred compensation plan. |
Governance Assessment
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Strengths
- Clear independence; active committee roles (CHRC, NCGC) aligned with her public-sector and governance background.
- Strong attendance culture; Board and committees conduct regular executive sessions; robust governance policies (separate Chair/CEO as of April 1, 2025; Lead Independent Director).
- Ownership alignment: meaningful personal stake (178,474 shares) and compliance with stringent 5x retainer ownership guideline; hedging/pledging prohibited.
- No related-party transactions; compensation committee uses independent consultant (Meridian) with no conflicts.
- Shareholder support: Say-on-pay approval 84.5% (2023) and 90.5% (2024), reflecting positive sentiment toward Unisys’ pay governance framework she helps oversee.
-
Watch items
- Equity retainer size is meaningful (annual $200,000; 44,643 shares in 2025), which increases alignment but also raises dilution sensitivity; Board actively managing plan capacity via 2024 Equity Plan amendment proposal.
- As a director on another large industrial (Textron), continue monitoring for any potential business overlaps; Unisys reports no related-party transactions.
RED FLAGS: None identified in disclosures (no related-party transactions; attendance threshold met; hedging/pledging prohibited; independent compensation advisor with no conflicts).