Debra McCann
About Debra McCann
Executive Vice President and Chief Financial Officer of Unisys since May 2022, with prior leadership roles at Dun & Bradstreet (Treasurer & SVP IR/FP&A; Assistant Treasurer; Treasury Director, 2009–Apr 2022) and earlier finance roles at Cegedim and AT&T. She joined the board of VeriSign, Inc. in October 2024 (Audit Committee) . In 2024, Unisys delivered revenue of $2,008.4M with operating margin of 4.8% and non-GAAP operating margin of 8.8%, and free cash flow of $55M, underpinning pay-for-performance outcomes tied to revenue, non-GAAP operating profit, and rTSR .
Company performance context (FY2024):
| Metric | FY 2024 |
|---|---|
| Revenue ($M) | $2,008.4 |
| Operating Profit Margin | 4.8% |
| Non-GAAP Operating Profit Margin | 8.8% |
| Net Loss as % of Revenue | (9.6)% |
| Adjusted EBITDA as % of Revenue | 14.5% |
| Operating Cash Flow ($M) | $135 |
| Free Cash Flow ($M) | $55 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dun & Bradstreet, Inc. | Treasurer & SVP, Investor Relations and Corporate FP&A; previously Assistant Treasurer; Treasury Director | 2009–Apr 2022 | Led capital markets, IR and planning at a global data/analytics firm, experience now applied to Unisys capital allocation and investor messaging |
| Cegedim | Finance leadership roles | n/a | Technology/services finance experience (prior to D&B) |
| AT&T, Inc. | Finance leadership roles | n/a | Large-cap telecom finance background, controls, and reporting |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| VeriSign, Inc. (NASDAQ: VRSN) | Director; Audit Committee member | Oct 2024 | Public board and audit expertise |
Fixed Compensation
Multi-year compensation (as reported):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 327,000 | 534,327 | 535,000 |
| Stock Awards (grant-date fair value) | 1,999,069 | 1,100,483 | 1,016,739 |
| Non-Equity Incentive Plan Compensation | 264,826 | 1,112,785 | 1,489,927 |
| All Other Compensation | 8,573 | 9,900 | 18,816 |
| Total | 2,599,468 | 2,757,495 | 3,060,482 |
2024 cash compensation detail:
- Base salary: $535,000
- Target annual bonus: 95% of salary ($508,250 target)
- Actual 2024 bonus payout: $599,532 (117.96% of target)
- Perquisites/other: 401(k) match $10,350; financial counseling $5,000; spousal travel $3,466; total other $18,816
Performance Compensation
Annual (STI) plan design and 2024 outcome:
- Metrics/weights: 50% Revenue; 50% Non-GAAP Operating Profit, with non-linear payout curves; funding capped at 200%
- 2024 corporate results used for STI funding: Revenue achieved 95% of target (80.9% funding); Non-GAAP Operating Profit achieved 120% of target (155.0% funding); weighted corporate funding 117.96%
- CFO 2024 target and payout: Target $508,250; Paid $599,532 (117.96% of target)
Long-term incentive (LTI) 2024 grant (target values) and design:
| LTI Element | 2024 Target Value ($) |
|---|---|
| Time-Based RSUs | 483,333 |
| rTSR-Based RSUs | 362,500 |
| rTSR-Based Cash | 120,833 |
| Non-GAAP Operating Profit-Based Cash | 483,333 |
| Total Target LTI | 1,449,999 |
- LTI mix/performance periods: time-based RSUs vest 1/3 per year; performance-based cash and rTSR RSUs split into 1-, 2-, 3-year tranches (2024; 2024–2025; 2024–2026) with vesting on certification/anniversaries .
- rTSR design: relative to Russell 2000; threshold 25th percentile (50%), target 55th (100%), max 80th (200%); capped at 100% if absolute TSR negative .
- 2024 performance results applied to outstanding programs:
- rTSR: 2024 one-year tranche vested at 174.50%; 2023 two-year tranche at 189.19%; 2022 three-year tranche at 0% .
- Non-GAAP Operating Profit cash: 2024 one-year tranche vested at 179.46%; 2023 two-year at 200%; 2022 three-year at 62.33% .
Grant mechanics (numbers/vesting as granted on Feb 26, 2024):
| Award | Grant Date | Quantity/Threshold/Max |
|---|---|---|
| Time-Based RSUs | 2/26/2024 | 87,087 units; vests 1/3 annually (’25/’26/’27) |
| rTSR-Based RSUs | 2/26/2024 | Target 65,315 (Thresh 32,658; Max 130,630); tranches for 1/2/3-year performance |
| rTSR-Based Cash | 2/26/2024 | Target $120,833 (Thresh $60,417; Max $241,666); 1/2/3-year tranches |
| Profit-Based Cash (Non-GAAP Op Profit) | 2/26/2024 | Target $483,333 (Thresh $241,667; Max $966,666); 1/2/3-year tranches |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards at 12/31/2024:
| Holding type | Quantity | Value/Notes |
|---|---|---|
| Beneficial ownership (common stock) | 406,028 | As of 2/28/2025 stock ownership table |
| Unvested RSUs (time-based/earned PB still service-based) | 173,836 | $1,100,382 market value at $6.33 close |
| Unearned performance-based RSUs (at target) | 262,995 | $1,664,758 market value at $6.33 close |
- Shares outstanding: 71,068,100 as of 3/10/2025 . Her beneficial ownership (~406k shares) is ~0.6% of shares outstanding (based on figures cited) .
- Scheduled vesting (selected): 29,029 time-based RSUs vesting 2/26/2025; 27,889 on 2/28/2025; additional service/performance tranches through 2027 as listed .
- Executive stock ownership guideline (CFO): 1.5x base salary; all executive officers have achieved or are on track within five years .
- Anti-hedging/anti-pledging: policy prohibits hedging, short sales, margin accounts, and pledging for employees and directors .
- Clawback: SEC/NYSE-compliant policy covering cash and equity for three-year lookback on restatements .
Employment Terms
Severance and change-in-control (CIC) economics:
- Non-CIC severance (letter agreements for executive officers): if terminated without cause or resign for good reason, cash equal to 1x (base salary + target bonus) paid over 12 months; up to 12 months continued medical/dental/vision at employee rates . Indicated amounts at 12/31/2024: $1,043,250 aggregate termination payments for Ms. McCann (no additional LTI acceleration or medical amounts shown) .
- CIC agreements (double-trigger): upon CIC followed by qualifying termination, receive (i) pro-rata bonus (greater of recent bonus measures), (ii) lump sum equal to 2x (highest salary during term + Highest Annual Bonus), (iii) two years of welfare benefit plan premiums and continued health coverage eligibility, and (iv) outplacement; best-net approach on 280G (no gross-ups) . If triggered at 12/31/2024, Ms. McCann would receive: pro-rata bonus $508,250; lump sum $2,086,500; outplacement $10,000; welfare premiums $11,400; total $2,616,150 (excludes value of LTI vesting) .
- CIC treatment of LTI: if CIC plus qualifying termination within 24 months, time-based RSUs fully vest; performance-based awards vest at target .
- Award agreements include 12-month post-employment non-solicitation and customer non-service restrictions tied to LTI acceptance, with state-law nuances; enforceability and definitions detailed in the 2024 Plan award agreements .
Other governance/compensation practices:
- Independent compensation consultant (Meridian) with no conflicts; double-trigger CIC; no option repricing; no excise tax gross-ups; incentive caps at 2x; use of multi-dimensional metrics and multi-period performance .
- Say-on-pay support: 90.5% in 2024; 84.5% in 2023 .
Performance Compensation (Detailed table)
2024 STI and LTI linkages and outcomes:
| Element | Metric/Structure | Weight/Scale | 2024 Outcome |
|---|---|---|---|
| STI (cash) | Revenue | 50%; payout curve 90–110% attainment → 0–200% | 95% attainment; 80.9% funding |
| Non-GAAP Operating Profit | 50%; payout curve 65–130% attainment → 0–200% | 120% attainment; 155.0% funding | |
| Company funding | Weighted average | 117.96% | |
| CFO STI | Target and paid | 95% of salary target; payout at funding | Target $508,250; Paid $599,532 (117.96%) |
| LTI rTSR | Relative TSR vs Russell 2000; 1/2/3-year tranches; 25th/55th/80th → 50/100/200%; cap at 100% if negative absolute TSR | 33% of total LTI (shares+cash combined) | 2024 one-year tranche: 174.50%; 2023 two-year: 189.19%; 2022 three-year: 0% |
| LTI Profit-Based Cash | Non-GAAP Operating Profit; 1/2/3-year tranches; 50/100/200% scale | 33% of total LTI | 2024 one-year: 179.46%; 2023 two-year: 200%; 2022 three-year: 62.33% |
| Time-Based RSUs | Service vesting 1/3 per year | 33% of total LTI | Vests in 2025/2026/2027 |
Equity Ownership & Alignment (Detailed table)
| Item | Amount/Detail |
|---|---|
| Beneficial shares owned | 406,028 shares |
| % of shares outstanding | 71,068,100 outstanding as of 3/10/2025; ownership ≈0.6% based on figures cited |
| Unvested RSUs (service/earned PB) | 173,836 units; market value $1,100,382 at $6.33 |
| Unearned PB RSUs (at target) | 262,995 units; market value $1,664,758 at $6.33 |
| Next vesting dates (examples) | 29,029 (2/26/2025); 27,889 (2/28/2025); further tranches through 2027 |
| Executive ownership guideline | CFO: 1.5x base salary; all execs achieved or on track |
| Hedging/pledging | Prohibited for employees and directors |
| Clawback | SEC/NYSE-compliant; cash and equity; 3-year lookback |
Investment Implications
- Strong metric alignment and above-target payouts: 2024 STI funded at 118% driven by overachievement on non-GAAP operating profit (155% funding) and near-target revenue (81%), and LTI one-year tranches for both rTSR (174.5%) and profit-based cash (179.46%) paid well above target, reinforcing pay-for-performance linkage .
- Retention/vesting runway: Significant unvested RSUs (service-based and performance-based) vest through 2027, supporting retention but also implying multi-year share issuance cadence as tranches settle .
- Alignment/Safeguards: Ownership guideline (1.5x salary) and anti-hedging/pledging policy enhance alignment; clawback policy addresses financial restatement risk; CIC is double-trigger with standardized severance; no excise gross-ups .
- Cost of turnover: Non-CIC severance would be ~1x pay; CIC severance for CFO would be ~2x pay plus benefits and pro-rata bonus, with additional target vesting of LTI on double-trigger—an important consideration in event-driven scenarios .