Paul Martin
About Paul E. Martin
Paul E. Martin (age 67) has served on the Unisys board since 2017. He is the retired Senior Vice President and Chief Information Officer of Baxter International and previously held global CIO roles at Rexam Plc, plus management roles at CIT Group Capital Financing, Burlington Northern Santa Fe Corporation, and Frito-Lay. The board highlights his expertise in cybersecurity, international operations, and life sciences/healthcare as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter International, Inc. | SVP & CIO | 2011–2020 | Enterprise IT leadership; cybersecurity and operational oversight |
| Rexam Plc | Global CIO; Division CIO | 1999–2011 | Global systems leadership; international experience |
| CIT Group Capital Financing | Management roles | Not disclosed | Finance/operational exposure |
| Burlington Northern Santa Fe Corporation | Management roles | Not disclosed | Industrial operations perspective |
| Frito-Lay, Inc. | Management roles | Not disclosed | Supply chain/operations perspective |
External Roles
| Organization | Role | Public Company? | Committees |
|---|---|---|---|
| Owens Corning (NYSE: OC) | Director | Yes | Audit Committee member |
| STERIS plc (NYSE: STE) | Director | Yes | Compensation Committee and Audit Committee member |
| Ping Identity Corp. | Director (prior) | Formerly public | Served until Oct 2022 |
Board Governance
- Independence: The board affirmatively determined Martin is independent under NYSE and SEC criteria .
- Committee assignments: Member, Audit & Finance; Chair, Security & Risk Committee .
- Board/committee activity and attendance:
- Board met 9 times in 2024; all directors attended at least 75% of meetings of the Board and committees on which they served .
- Committee meetings in 2024: Audit & Finance (8), Compensation & HR (7), Nominating & Corporate Governance (7), Security & Risk (4) .
- Executive sessions: Regular executive sessions at Board and committee meetings; lead independent director presides when Chair is not independent .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit & Finance | Member | 8 |
| Security & Risk | Chair | 4 |
Governance context:
- Separation of Chair and CEO as of April 1, 2025; strong lead independent director framework .
- No related-party transactions reported for 2024 (Item 404) .
- Outside directorship limit: non-management directors should not serve on >4 other public boards; Martin has two, within guideline .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid monthly; deferrable under director deferred compensation plan |
| Committee chair/member retainers | Audit & Finance: Chair $30,000; Member $12,000. Compensation & HR: Chair $20,000; Member $10,000. Nominating & Corporate Governance: Chair $16,250; Member $7,500. Security & Risk: Chair $16,500; Member $7,500 | Applies to committee roles held; Martin chaired Security & Risk and was member of Audit & Finance in 2024 |
| Chair of Board retainer | $50,000 | Not applicable to Martin; applies to Chair role |
| Name | Fees Earned (Cash) 2024 ($) | Stock Awards 2024 ($) | Total 2024 ($) |
|---|---|---|---|
| Paul E. Martin | 113,320 | 200,005 | 313,325 |
Performance Compensation
| Component | Grant Value/Structure | Vesting/Performance |
|---|---|---|
| Annual equity grant | $200,000, converted to shares | Granted Feb 24, 2025; each non-employee director received 44,643 shares; directors may defer receipt under the deferred plan |
| Equity plan features (governance) | Double-trigger change-in-control; no automatic vesting; no dividends on unvested awards; no repricing | Aligns equity with shareholder interests; prohibits liberal share recycling; non-employee director total annual compensation capped at $600,000 |
2024 and 2025 director equity grants and metrics:
| Year | Grant Type | Shares/Value | Performance Metrics |
|---|---|---|---|
| 2024 | Annual stock award | $200,005 value | Director equity is time-based; no director-specific performance metrics disclosed |
| 2025 | Annual stock grant | 44,643 shares per director (value set at $200,000) | Time-based; deferral optional |
Company compensation risk controls relevant to directors:
- Clawback policy; stock ownership guidelines; prohibition on hedging, short sales, margin, and pledging by non-employee directors .
Other Directorships & Interlocks
- Public boards: Owens Corning (Audit Committee) and STERIS plc (Compensation and Audit Committees) .
- Interlocks/conflicts: Company disclosed no related-party transactions for directors/executives in 2024 .
- Overboarding: Within Unisys guideline (≤4 other public boards) .
Expertise & Qualifications
- Cybersecurity and IT leadership; chairing Security & Risk indicates board confidence in his risk oversight competence .
- International operations and healthcare/life sciences domain expertise supporting client industry focus .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Paul E. Martin | 182,547 | <1% | Includes time-based RSUs; deferred stock units may be present; unvested components included per footnote |
| Stock ownership guideline | 5× annual cash retainer ($425,000) within 5 years | Guideline | Company disclosed directors are compliant except those first elected/appointed in last 5 years; Martin was first elected in 2017 |
Insider transactions (Form 4):
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-02-26 | 2024-02-28 | Award (A) | 36,037 | $0.00 | 137,904 | https://www.sec.gov/Archives/edgar/data/746838/000106299324004752/0001062993-24-004752-index.htm |
| 2025-02-24 | 2025-02-26 | Award (A) | 44,643 | $0.00 | 182,547 | https://www.sec.gov/Archives/edgar/data/746838/000106299325003728/0001062993-25-003728-index.htm |
Governance Assessment
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Strengths:
- Independent director with deep IT/cyber risk expertise; chairs Security & Risk and serves on Audit & Finance, enhancing board oversight of cybersecurity and enterprise risk .
- Strong alignment mechanisms: meaningful annual equity grants, director ownership guidelines, prohibition on hedging/pledging; no related-party transactions reported, reducing conflict risk .
- Attendance above minimum threshold; active committee cadence (AFC 8; SRC 4) supports engagement .
-
Watch items:
- Equity reserve expansion could increase dilution broadly; however, plan includes shareholder-friendly features (no automatic vesting, no repricing, double-trigger CIC) .
- Broader governance amendments: eliminating supermajority voting improves accountability; officer exculpation/indemnification clarifications align with Delaware norms but warrant investor scrutiny on accountability balance .
-
Investor confidence signals:
- Say-on-pay support 84.5% (2023) and 90.5% (2024), indicating favorable shareholder sentiment toward compensation/governance practices .
RED FLAGS
- None disclosed for Martin on related-party transactions, hedging/pledging, or attendance. Company prohibits director hedging/pledging and reported no Item 404 transactions for 2024 .
- No compensation committee interlocks involving Martin; CHRC membership disclosed with no Item 404 relationships (Martin is not on CHRC) .
Notes on Compensation and Incentives (Director-specific)
- Directors do not receive base salary/bonus structures; compensation is retainers plus time-based equity and optional deferral. No director stock options or performance-based director metrics disclosed .
Say-On-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2023 | 84.5% |
| 2024 | 90.5% |
These results, alongside active stockholder outreach by the Lead Independent Director and CHRC Chair, suggest constructive investor engagement .
Compensation Committee Analysis (Context)
- CHRC uses Meridian as independent consultant; reported no conflicts of interest; oversees executive comp risk assessments and director pay program; not directly tied to Martin’s committee work since he chairs Security & Risk .
Employment & Contracts
- Not applicable for non-employee director; no employment agreement terms or severance provisions disclosed for directors beyond equity plan governance mechanics .