John Kritzmacher
About John A. Kritzmacher
Independent director of Unisys (UIS) since 2022; age 64. Former EVP & CFO at John Wiley & Sons and a long-tenured finance/operations leader across telecom and technology, he serves on Unisys’ Audit & Finance Committee and Security & Risk Committee and is designated by the Board as an “audit committee financial expert.” He is affirmatively determined independent under NYSE and SEC standards, and all directors met at least 75% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Wiley & Sons, Inc. | EVP & Chief Financial Officer | 2013–2021 | Global finance leadership for research and education company |
| WebMD Health Corp. | SVP, Business Operations & Organizational Planning | 2012–2013 | Operational planning at leading health information services provider |
| Global Crossing Limited | EVP & Chief Financial Officer | 2008–2011 | CFO of global IP-based telecom provider |
| Lucent Technologies Inc. | Chief Financial Officer | 2006 | Culmination of roles since 1982 across AT&T/Bell Labs/Lucent |
| Alcatel-Lucent Enterprise | COO, Services Business Group | 2007–2008 | Operational leadership post-merger |
| AT&T Inc./Bell Laboratories | Various finance/operations roles | 1982–2008 | Progressively senior roles leading to CFO/COO positions |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| InterDigital, Inc. (Nasdaq: IDCC) | Director | Current | Current public company board service |
| QualTek Services Inc. | Director | 2022–2023 | Prior public company board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Kritzmacher independent under NYSE/SEC; all non-employee directors deemed independent in 2024 |
| Committees | Audit & Finance (Member); Security & Risk (Member) |
| Committee Expertise | Board designated audit committee financial experts: Regina Paolillo and John A. Kritzmacher |
| Committee Meeting Cadence (2024) | Audit & Finance: 8 meetings; Security & Risk: 4 meetings |
| Attendance | All directors attended at least 75% of Board and committee meetings in 2024; Board held 9 meetings |
| Related Party/Conflicts | Company reports no related party transactions meeting Item 404 threshold for 2024 |
| Compensation Committee Interlocks | None in 2024; no disclosed relationships under Item 404 among CHRC members |
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | All Other Comp | Total |
|---|---|---|---|---|
| 2024 (Kritzmacher) | $104,320 | $200,005 | $180 (life insurance reimbursement) | $304,505 |
Director pay program highlights (non-employee): $85,000 annual cash retainer; annual equity grant valued at $200,000; committee retainers (Audit & Finance: Chair $30,000/Member $12,000; Security & Risk: Chair $16,500/Member $7,500); Lead Independent Director retainer $50,000; ability to defer cash/equity under director plan. On Feb 24, 2025, each non-employee director received 44,643 shares (value-based grant). Hedging/pledging by directors is prohibited.
Performance Compensation
Directors are not paid performance-based incentives. For context on pay-for-performance oversight, Unisys’ 2024 incentive metrics and outcomes were as follows (used for executives, not directors):
| Measure | Weight | 2024 Performance Scale | 2024 Actual vs Target | Funding by Metric | Weighted Contribution |
|---|---|---|---|---|---|
| Revenue | 50% | 90%–110% of target | 95% | 80.9% | 40.46% |
| Non-GAAP Operating Profit | 50% | 65%–130% of target | 120% | 155.0% | 77.50% |
| Total EVC Funding | — | — | — | — | 117.96% |
Long-term incentives emphasized multi-period rTSR and non-GAAP operating profit; rTSR payouts interpolated with caps if absolute TSR negative; 2024 rTSR 1-year tranche vested at 174.5%; NGOP cash 2024 tranche at 179.46%.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Boards | InterDigital, Inc. (IDCC) |
| Prior Public Boards | QualTek Services Inc. |
| Interlocks/Conflicts | No CHRC interlocks; no related party transactions disclosed for 2024 |
Expertise & Qualifications
- 40+ years of financial and operational leadership in global technology/telecom, including CFO roles at Wiley and Global Crossing and CFO of Lucent; COO responsibilities at Alcatel-Lucent Enterprise.
- Designated audit committee financial expert; deep experience in financial reporting, internal controls, and global operations.
- International exposure and technology sector expertise aligned with Unisys’ business.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John A. Kritzmacher | 127,534 | 0.18% (127,534 / 71,068,100) | Includes time-based RSUs/deferred stock units per proxy methodology |
Additional alignment policies:
- Director stock ownership guideline: 5x annual cash retainer ($425,000) within five years; directors elected within last five years have a grace period (Kritzmacher joined in 2022).
- Prohibitions on hedging, short sales, margin, and pledging for employees and non-employee directors.
- 2025 director grant: 44,643 shares each on Feb 24, 2025.
Insider Filings & Trades
| Item | 2024 Status |
|---|---|
| Section 16(a) compliance | Company reports all required insider ownership reports filed timely for 2024. |
Governance Assessment
- Strengths: Independent director with CFO pedigree and designated audit committee financial expert status; active on Audit & Finance and Security & Risk committees; no related-party transactions; strong board-level restrictions against hedging/pledging; ownership guideline promotes alignment.
- Engagement: Board met 9 times in 2024; all directors met at least 75% attendance; Audit & Finance (8) and Security & Risk (4) meetings indicate regular oversight cadence, consistent with his committee assignments.
- Investor signals: High say-on-pay support (90.5% in 2024), independent compensation consultant (Meridian) with no conflicts reported; robust clawback and anti-hedging policies.
- Watch items: Equity plan share increase (3.1 million) implies potential dilution; however, plan retains shareholder-friendly features (double-trigger CIC, no liberal share recycling, no repricing). No personal red flags identified for Kritzmacher.