Matthew Desch
About Matthew J. Desch
Matthew J. Desch, 67, has served on the Unisys (UIS) Board since 2019 and is an independent director currently serving on the Compensation and Human Resources Committee. He is Chief Executive Officer and a director of Iridium Communications Inc. (IRDM) and previously served as CEO of Telcordia Technologies and held senior roles over 13 years at Nortel Networks, including leading global wireless networks and carrier businesses; he also serves on the U.S. President’s National Security Telecommunications Advisory Committee. Education is not disclosed in the proxy. His background emphasizes critical infrastructure, cybersecurity, finance, M&A, and human capital management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iridium Communications Inc. | Chief Executive Officer and director | CEO since 2009; CEO of predecessor Iridium Holdings LLC beginning in 2006 | Led multi-year transformation and operations of global satellite voice/data network |
| Telcordia Technologies, Inc. | Chief Executive Officer | Prior to joining Iridium (dates not specified) | Telecom software and services leadership; now part of Ericsson |
| Nortel Networks | President, Global Wireless Networks; President, Global Carriers | 13 years (dates not specified) | Led global businesses; extensive telecom operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iridium Communications Inc. (Nasdaq: IRDM) | CEO and director | 2009–present | Public company leadership; satellite communications |
| President’s National Security Telecommunications Advisory Committee | Member | Not disclosed | National security telecom advisory role |
Board Governance
- Independence: The Board affirmatively determined Desch is independent under NYSE and SEC rules; no material relationships with Unisys in 2024 .
- Committee assignment: Member, Compensation and Human Resources Committee (CHRC) .
- Committee meeting cadence (2024): CHRC held 7 meetings; Unisys Board held 9 meetings .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024; Unisys policy encourages annual meeting attendance (all directors at 2024 annual meeting attended) .
- Executive sessions: Non-employee directors meet in executive session at Board and committee meetings; presided by lead independent director when Chair is not independent .
Fixed Compensation
| Component (Director, 2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director retainer |
| CHRC member fee | $10,000 | Compensation and Human Resources Committee member retainer |
| Total cash (Desch) | $95,000 | Matches fees earned for Desch in 2024 |
| Annual equity grant (value) | $200,005 | Aggregate grant-date fair value; directors received shares vs. value |
| 2025 annual equity shares | 44,643 shares | Granted Feb 24, 2025 to each non-employee director, equal to $200,000 ÷ FMV |
| Options/meeting fees | $0 | No option awards; no per-meeting fees disclosed |
- Deferred compensation: Directors may defer cash fees and equity under a deferred compensation plan; amounts earn returns linked to Unisys Savings Plan investment options; unsecured claims .
- Board compensation governance: CHRC reviews Board pay versus peer group annually; equity is a meaningful portion to align with shareholders .
Performance Compensation
- Structure: Director compensation is retainer-based cash and annual equity; no performance-based director options or PSUs disclosed for non-employee directors .
- Clawback and alignment policies (company-wide): Clawback policy in place; hedging, short sales, margin accounts, and pledging Unisys securities are prohibited for employees and non-employee directors .
2024 CHRC oversight highlights (context for Desch’s committee work):
- Independent consultant Meridian engaged by and reporting to CHRC; no conflicts; CHRC sets CEO goals, oversees executive compensation, reviews HCM and succession, and caps incentive plans at 2x .
Other Directorships & Interlocks
| Company | Relationship to Unisys | Potential Interlock/Conflict Assessment |
|---|---|---|
| Iridium Communications Inc. (IRDM) | Desch is CEO and director | No related-party transactions requiring disclosure; Board determined no material relationships for non-employee directors in 2024 |
- Overboarding policy: Non-management directors should not serve on more than four other public company boards in addition to Unisys; Desch’s disclosed current public role is IRDM, within policy limits .
Expertise & Qualifications
- Telecommunications and critical infrastructure expertise with 35+ years in industry; cybersecurity, finance, M&A, human capital management; public company CEO experience for 20+ years .
- Brings global security perspective and operational/strategic advice relevant to competitive IT services marketplace .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Matthew J. Desch | 156,318 | ~0.22% | Based on 71,068,100 shares outstanding as of Mar 10, 2025; table flags <1% |
- Ownership guidelines: Directors must hold 5x annual cash retainer ($425,000) within 5 years of board entry; as of Dec 31, 2024, all directors compliant except those elected in last five years (grace period) .
- Counting rules: Includes direct/beneficial shares, deferred stock units; excludes unvested performance-based awards .
- Anti-hedging/pledging: Hedging, short sales, margin accounts, and pledging of Unisys securities prohibited for directors .
Governance Assessment
- Effectiveness: Desch is a seasoned telecom CEO with cybersecurity and critical infrastructure expertise; his CHRC role aligns with Unisys’ pay-for-performance philosophy and HCM oversight using independent consultancy (Meridian) with no conflicts .
- Independence and attendance: Affirmed independent; committee and board attendance standards met; regular executive sessions strengthen oversight .
- Alignment: Material equity component for directors and rigorous ownership guidelines support “skin-in-the-game”; anti-hedging/pledging policy reduces misalignment risk .
- Conflicts: No related-party transactions reported; outside leadership at IRDM poses low direct conflict with Unisys’ IT services model per 2024 review; policy limits on outside directorships observed .
- Shareholder signals: Strong say-on-pay support (84.5% in 2023; 90.5% in 2024) and continued CHRC best practices (double-trigger CIC, no excise tax gross-ups, no option repricing) bolster investor confidence .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, option repricing, or low attendance; ongoing monitoring advisable given Desch’s external CEO role, but 2024 independence review found no material relationships with Unisys .