Kristen Prohl
About Kristen Prohl
Kristen Prohl is Senior Vice President, General Counsel, Secretary and Chief Administration Officer at Unisys, serving as the corporate secretary and signatory of the 2025 proxy; age and education are not disclosed in the filing . Company performance in 2024: revenue $2,008.4M, operating profit margin 4.8%, non-GAAP operating profit margin 8.8%, net loss as % of revenue (9.6)%, adjusted EBITDA margin 14.5% . Say‑on‑pay support was 90.5% in 2024, indicating shareholder endorsement of compensation alignment .
Past Roles
No prior roles disclosed for Ms. Prohl in the 2025 proxy .
External Roles
No external directorships or roles disclosed for Ms. Prohl in the 2025 proxy .
Fixed Compensation
2024 disclosed cash compensation and targets:
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary ($) | 489,615 | SCT salary actuals |
| Target Bonus % of Salary | 95% | EVC target percent |
| EVC Target ($) | 465,500 | Based on earned base salary |
| Sign‑On Bonus ($) | 100,000 | Paid in 2024 |
| All Other Compensation ($) | 9,977 | Financial counseling, physical, technology offering |
Performance Compensation
Short‑Term Incentive (EVC) – 2024 Design and Outcome
| Metric | Weight | Performance Scale | Actual Attainment (% of Target) | Funding by Metric | Weighted Funding |
|---|---|---|---|---|---|
| Revenue | 50% | 90%–110% | 95% | 80.9% | 40.46% |
| Non‑GAAP Operating Profit | 50% | 65%–130% | 120% | 155.0% | 77.50% |
| Total EVC Funding | — | — | — | — | 117.96% |
EVC payout to Ms. Prohl: Target $465,500; paid $549,104 (117.96% of target) .
Long‑Term Incentive (LTI) – 2024 Grants and Structure
| Vehicle | Target Grant Value ($) | Shares/Units | Vesting & Performance |
|---|---|---|---|
| Time‑based RSUs | 366,666 | 66,066 | 1/3 per year on grant anniversaries (3 tranches) |
| rTSR‑based RSUs | 404,658 | Target 49,550; Thresh. 24,775; Max 99,100 | 3 performance tranches (1‑yr, 2‑yr, 3‑yr) vs Russell 2000; vest after performance certification & anniversary |
| rTSR‑based Cash | 91,667 | — | Same rTSR schedule; cash payout 0–200% based on percentile |
| PB‑Cash (Non‑GAAP Op Profit) | 366,667 | — | 3 tranches (1-, 2-, 3‑year); cash payout 0–200% based on NGOP |
Realized LTI performance for tranches ending in 2024:
- rTSR: 2024 grant tranche 1 paid 174.50%; 2023 grant tranche 2 paid 189.19%; 2022 grant tranche 3 paid 0% .
- PB‑Cash: 2024 grant tranche 1 paid 179.46%; 2023 grant tranche 2 paid 200.00%; 2022 grant tranche 3 paid 62.33% .
Summary Compensation Table amounts (equity and incentive realization, 2024):
- Stock Awards: $771,325
- Non‑Equity Incentive Plan Compensation (EVC + LTI cash tranches realized): $951,041
Performance Metrics Mix (Alignment)
- STI: 50% Revenue, 50% Non‑GAAP Operating Profit
- LTI: 2/3 performance‑based (rTSR and NGOP cash), 1/3 time‑based RSUs
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Kristen Prohl | 215,167 | <1% | As of March 10, 2025 |
Estimated ownership as % of outstanding shares: ~0.30% (=215,167 / 71,068,100) .
Outstanding and Unvested Awards (as of 12/31/2024)
| Vesting Date | Time‑based & Earned RSUs (Service) | Performance RSUs at Target |
|---|---|---|
| 2025‑02‑26 | 22,022 | 16,516 |
| 2025‑08‑01 | 7,283 | 2,185 |
| 2026‑02‑26 | 22,022 | 16,517 |
| 2026‑08‑01 | 7,283 | 2,185 |
| 2027‑02‑26 | 22,022 | 16,517 |
Outstanding equity awards summary: shares/units not vested 80,632 (service‑conditioned) and performance RSUs at target 53,920; market values reflect $6.33 closing price on 12/31/2024 .
Ownership Guidelines and Policies
- Stock ownership guideline: SVP must hold ≥1.0x base salary; all executives achieved or are on track within 5 years .
- Anti‑hedging/anti‑pledging: derivatives trading, short sales, margin transactions, pledges, and hedging of Unisys stock are prohibited .
- Clawback: SEC/NYSE‑compliant clawback for erroneously awarded incentive compensation with a 3‑year lookback .
Employment Terms
Severance (Non‑Change‑in‑Control)
Letter agreements provide, upon termination without cause or for good reason: cash equal to base salary + target bonus paid over 12 months; continued medical/dental/vision coverage for up to 1 year at active employee costs; release requirement . If terminated on last business day of 2024, Ms. Prohl would receive: Aggregate termination payments $955,500; aggregate medical/dental/vision payments $23,175 .
Change‑in‑Control (Double‑Trigger)
Upon a change in control followed by termination without cause or for good reason within 24 months: pro‑rata bonus (higher of recent formulas), lump sum equal to two years of salary + bonus, welfare plan premiums, two years health coverage eligibility and related reimbursements, and outplacement; 280G cut‑down if beneficial . If triggered on last business day of 2024, Ms. Prohl’s benefits: Pro‑rata bonus $465,500; lump sum salary+bonus $1,911,000; outplacement $10,000; welfare premiums $11,191; health coverage payments $49,524; total $2,447,215 (excludes incremental vesting values shown below) .
CIC Treatment of Awards
Under CIC and qualifying termination: full vesting of time‑based RSUs and target vesting of rTSR RSUs, rTSR cash, and PB‑cash; Ms. Prohl would vest RSUs valued at $851,714 and PB‑cash of $590,557 at $6.33 per share .
Compensation Structure Analysis
- Cash vs equity mix: For other NEOs, ~77.1% of target compensation is “at‑risk”; Unisys emphasizes performance‑based pay, multi‑period assessment, and caps incentives at 2x target .
- 2024 adjustments: Ms. Prohl’s base salary increased 4.3% (market/performance positioning); STI target unchanged; LTI mix realigned to manage dilution while emphasizing performance .
- Performance metric difficulty: STI payout curves require ≥50% NGOP for plan funding; thresholds at 90% revenue and 65% NGOP; 2024 actuals delivered 117.96% funding—above target .
- Governance protections: Double‑trigger CIC, no excise tax gross‑ups, no automatic vesting, no option repricing; anti‑pledging/hedging; clawback policy .
Related Party Transactions
No related party transactions reportable for executives or directors in 2024 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- No excise tax gross‑ups; no option repricing .
- Equity share pool amendment sized with burn‑rate disclosure; potential dilution managed via LTI mix .
- Say‑on‑pay support high (90.5%), reducing governance overhang risk .
Say‑On‑Pay & Shareholder Feedback
Say‑on‑pay passed with 90.5% approval in 2024 (84.5% in 2023); Unisys engages investors and adjusts plans consistent with feedback and strategy .
Expertise & Qualifications
Role indicates senior legal and administrative leadership as General Counsel, Secretary, and Chief Administration Officer; specific education and prior career history not disclosed in the proxy .
Work History & Career Trajectory
Not disclosed for Ms. Prohl in the 2025 proxy .
Compensation Committee Analysis
Compensation and Human Resources Committee (independent directors) oversees executive pay, succession, HCM strategy, uses Meridian as independent consultant; no conflicts noted .
Investment Implications
- Alignment: Ms. Prohl’s pay is significantly performance‑linked (STI tied to revenue and NGOP; LTI 2/3 performance‑based via rTSR and NGOP), with anti‑pledging and clawback protections—supporting pay‑for‑performance and minimizing agency costs .
- Retention and selling pressure: Multiple RSU tranches vest on 2/26 annually and mid‑year dates (8/01), with sizable service‑based and performance RSU amounts outstanding; watch for potential liquidity/selling pressure around vest events (e.g., 22,022 + 16,516 RSUs due 2/26/2025) and subsequent tranches in 2026–2027 .
- CIC economics: Double‑trigger severance of ~2x salary+bonus and target vesting of performance awards mitigates abrupt turnover risk but could represent meaningful cash outlay in a transaction; consider CIC impact in M&A scenarios .
- Performance momentum: 2024 delivered above‑target STI funding and strong rTSR/NGOP LTI payouts (except legacy 2022 3‑yr rTSR tranche), indicating execution tailwinds; monitor sustainability of NGOP and TSR relative to Russell 2000 peers into multi‑year tranches .