Nathaniel Davis
About Nathaniel A. Davis
Nathaniel A. Davis, age 71, is Unisys’ Lead Independent Director, serving on the Board since 2011. He is the retired Chairman of the Board and Chief Executive Officer of Stride, Inc. (formerly K12 Inc.), with prior senior roles across telecom and technology; the Board affirms his independence under NYSE and SEC criteria. Unisys has a mandatory director retirement age of 74, and Davis currently presides over executive sessions as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stride, Inc. (NYSE: LRN) | CEO; Chairman; Executive Chairman; Director | CEO: 2014–2016, 2018–2021; Chairman: 2012–2022; Executive Chairman: 2013–2022; Director: 2009–2022 | Led tech-enabled education solutions; governance leadership |
| XM Satellite Radio Inc. | President & COO; President & CEO; Director | President & COO: 2006–2007; CEO: 2007–2008; Director: 1999–2008 | Managed transition in broadcast satellite services |
| XO Communications Services, LLC | President & COO; Director | 2000–2003 | Operational leadership in telecom |
| Nextel Communications; MCI Communications | Senior management roles | Various years | Operations and disruptive technology focus |
| AT&T Inc. | Early career | — | Telecom foundations |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| RLJ Lodging Trust (NYSE: RLJ) | Trustee | Current | Public company board experience |
| Charter Communications, Inc. (Nasdaq: CHTR) | Director | Prior (2005–2008) | — |
| EarthLink, Inc. | Director | Prior (2011) | — |
Board Governance
- Lead Independent Director responsibilities include leading executive sessions, acting as liaison between independent directors and management, chairing meetings when the Chair is absent or conflicted, and leading CEO evaluation and succession planning .
- Committee memberships: Davis is not listed as a member of the Audit & Finance, Compensation & Human Resources, Nominating & Corporate Governance, or Security & Risk Committees in 2024/2025 rosters .
- Independence: Board determined Davis meets NYSE and SEC independence requirements; no material relationship with Unisys in 2024 .
- Attendance: Board held 9 meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served, and all directors attended the 2024 annual meeting .
- Outside board limits: Unisys guidelines limit non-management directors to no more than four other public company boards; updated in 2024. Davis’s current public role (RLJ) is within this limit .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director cash retainer |
| Lead Independent Director retainer | $50,000 | Additional cash retainer for Lead Independent Director |
| 2024 Cash earned | $135,000 | Reported in director compensation table |
| 2024 Equity (grant date fair value) | $200,005 | Standard annual equity grant |
| 2025 Annual equity grant | 44,643 shares | Granted Feb 24, 2025; $200,000 / FMV; deferrable under plan |
Performance Compensation
Unisys director pay is not tied to performance metrics; equity grants are time-based. As part of Board oversight of executive pay-for-performance, Davis oversees programs using the following metrics:
| Metric | Definition | % of STI | % of LTI |
|---|---|---|---|
| Revenue | Total company revenue; adjusted for certain items as approved by CHRC | 50% | N/A |
| Non-GAAP Operating Profit | Excludes specific non-operational items; adjusted per CHRC policy | 50% | 33% (PB Cash) |
| Relative TSR (Russell 2000 peer set) | Percentile ranking; payout capped at 100% if absolute TSR negative; 1-, 2-, 3-year tranches | N/A | 33% (RSUs + PB Cash) |
2024 EVC payout curves and funding used these scales and delivered 117.96% funding based on 95% revenue attainment and 120% non-GAAP operating profit attainment .
Other Directorships & Interlocks
| Company | Relationship to Unisys | Potential Conflict/Interlock |
|---|---|---|
| RLJ Lodging Trust | No disclosed transactions with Unisys | None disclosed; no related party transactions reported in 2024 |
- Compensation Committee interlocks: Davis did not serve on the Compensation & Human Resources Committee in 2024; committee members had no relationships requiring Item 404 disclosure and consultant Meridian had no conflicts .
Expertise & Qualifications
- Managerial and operational expertise in communications and disruptive technologies; valuable as Unisys strengthens competitive and financial profile in IT services .
- Skills matrix shows public company board experience, senior leadership, technology and industry sector experience; supports oversight of strategy, risk, and technology .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Nathaniel A. Davis | 184,340 | <1% | As of proxy ownership table; includes direct/indirect holdings |
| Directors & current officers (18 persons) | 4,955,641 | 6.97% | Group total |
- Director stock ownership guideline: 5x cash retainer ($425,000) within five years; as of Dec 31, 2024, all directors were compliant except those elected within the last five years (Davis has served since 2011) .
- Hedging and pledging: Company policy prohibits hedging, short sales, margin accounts, and pledging of Unisys securities by directors .
- Director equity deferral: Directors may defer equity and cash fees until termination or a specified date under the deferred compensation plan .
Governance Assessment
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Positive signals:
- Strong independence and active Lead Independent Director role with clear executive session leadership and succession oversight .
- Robust pay-for-performance architecture (Revenue, Non-GAAP Operating Profit, rTSR) and high say‑on‑pay support (84.5% in 2023; 90.5% in 2024), indicating investor alignment; independent consultant with no conflicts .
- No related party transactions disclosed for directors/executives in 2024; hedging/pledging banned; clawback compliant with SEC/NYSE mandates .
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Governance improvements:
- Board proposed eliminating supermajority voting requirements and clarifying indemnification; adding officer exculpation per Delaware law—enhances shareholder rights and modern governance .
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Equity plan and dilution oversight:
- Board seeking 3.1M additional shares to the 2024 Equity Plan; 2024 burn rate 4.04% and potential dilution estimate ~17.8%—important for investors monitoring pay/equity balance; directors receive $200k annual equity grants (44,643 shares in 2025) .
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RED FLAGS
None disclosed for Davis: no related-party transactions, no committee interlocks, attendance above threshold, and anti‑hedging/pledging policy in place .