Peter Altabef
About Peter Altabef
Peter A. Altabef, 65, has served on the Unisys (UIS) board since 2015, as Chief Executive Officer since 2015 and Chair since 2018; he will cease serving as CEO effective April 1, 2025 and continue as Chair, subject to re‑election. He is not independent, and a lead independent director (Nathaniel A. Davis) presides over executive sessions and provides board oversight. His background spans >30 years in information technology leadership, including CEO roles at Perot Systems and MICROS Systems and President of Dell Services. He currently serves on external boards and advisory bodies including NiSource Inc., Petrus Trust Company, Merit Energy’s advisory board, the President’s National Security Telecommunications Advisory Committee, and is a trustee of the Committee for Economic Development of The Conference Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unisys Corporation | Chair (since 2018); CEO (2015–Mar 31, 2025); President (2015–2020; Dec 2021–May 2022) | 2015–present | Led strategy and operations; will remain Chair to facilitate CEO transition . |
| MICROS Systems, Inc. | President & CEO; Director | 2013–2014 | CEO through acquisition by Oracle . |
| Dell Services (unit of Dell Inc.) | President | 2009–2011 | Led IT services business . |
| Perot Systems Corporation | President & CEO; Director | 2004–2009 | Led company to sale to Dell Inc. . |
| 2M Companies, Inc. | Senior Advisor | 2012 | Strategic advisory role . |
| Belo Corporation | Director | 2011–2013 | Board member through sale to Gannett . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NiSource Inc. (NYSE: NI) | Director | Current | Public utility board role . |
| Petrus Trust Company, LTA | Director | Current | Fiduciary board role . |
| Merit Energy Company, LLC | Board of Advisors | Current | Energy advisory . |
| President’s NSTAC | Member | Current | National telecom security advisory . |
| CED of The Conference Board | Trustee | Current | Economic policy trustee . |
Board Governance
- Independence: Not independent; board appoints a lead independent director (Mr. Davis) who presides over executive sessions and acts as liaison among independent directors, Chair, and CEO .
- Committee memberships: None indicated for Mr. Altabef; board has Audit & Finance (AFC), Compensation & Human Resources (CHRC), Nominating & Corporate Governance (NCGC), and Security & Risk (SRC) committees with independent membership and defined charters .
- Attendance: Board held 9 meetings in 2024; all directors attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Regular executive sessions of non‑employee directors at board and committee meetings; lead independent director presides while Chair is not independent .
- Board leadership transition: Roles of CEO and Chair are separated effective April 1, 2025; Mr. Altabef remains Chair and will receive a $50,000 additional cash retainer for Chair service .
Fixed Compensation
| Component (2024 NEO) | Amount ($) | Notes |
|---|---|---|
| Base Salary (CEO) | 991,000 | 2024 salary for Mr. Altabef . |
| Director Fees (2024) | — | Employees do not receive additional director compensation . |
| Chair Retainer (post‑Transition) | 50,000 | Additional cash retainer for Chair service after Apr 1, 2025 . |
Performance Compensation
| Component | 2024 Target | Actual/Payout | Notes |
|---|---|---|---|
| STI (EVC) Target % of Salary | 120% | — | Applies to Mr. Altabef . |
| STI Target $ | 1,189,200 | 1,402,780 (117.96%) | Based on revenue and non‑GAAP operating profit curves; corporate operating profit funded at 155%, revenue at 80.9% weighted to 117.96% . |
| LTI Mix | — | — | 33% time‑based RSUs; 33% rTSR‑based RSUs/cash; 33% non‑GAAP operating profit‑based cash (multi‑period performance) . |
| 2024 RSU Grants (Time‑Based) | 187,483 sh | $1,040,531 fair value | Granted Feb 26, 2024 . |
| 2024 rTSR RSUs | Target 140,613 sh (70,307–281,226 range) | $1,148,340 fair value | Granted Feb 26, 2024 . |
| 2024 PB Cash (Non‑GAAP Op Profit) | $1,040,533 target | $520,267/$1,040,533/$2,081,066 (thr/target/max) | Granted Feb 26, 2024 . |
| 2024 rTSR Cash | $260,133 target | $130,067/$260,133/$520,266 (thr/target/max) | Granted Feb 26, 2024 . |
Performance Metrics Table (Plan Design)
| Metric | STI Weight | LTI Weight | Design Details |
|---|---|---|---|
| Revenue | 50% | N/A | Subject to adjustments for special/discontinued items . |
| Non‑GAAP Operating Profit | 50% | 33% | Excludes certain pretax charges; curve 65–130% attainment bounds . |
| Relative TSR (Russell 2000 cohort) | N/A | 33% | Measured over 1, 2, 3‑year periods; stock and cash . |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | NiSource Inc. (NYSE: NI) . |
| Committee interlocks | None disclosed for CHRC members; no officer cross‑board interlocks disclosed . |
| Overboarding policy | Non‑management directors limited to ≤4 other public company boards; mandatory retirement age 74 . |
Expertise & Qualifications
- Senior leadership/CEO experience and deep technology industry expertise; board rates him with senior leadership and technology experience among core competencies .
- Strategic and international experience aligned with Unisys’ target markets .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Peter Altabef | 1,404,049 | 1.97% |
| Outstanding Awards (as of Dec 31, 2024) | Quantity | Market Value ($) |
|---|---|---|
| Time‑based RSUs unvested | 352,918 | 2,233,971 |
| Unearned performance units/rights | 401,345 | 2,540,514 |
- Director stock ownership guidelines: 5x cash retainer ($425,000) within five years; most directors compliant as of Dec 31, 2024 .
- Anti‑hedging/anti‑pledging: Prohibits hedging, short sales, margin accounts, and pledging for all employees and directors .
Fixed vs Performance Compensation (CEO 2024)
| Pay Component | Amount ($) | Notes |
|---|---|---|
| Salary | 991,000 | |
| Stock Awards (grant‑date fair value) | 2,188,870 | |
| Non‑Equity Incentive Plan (STI) | 3,684,261 | |
| All Other Compensation | 17,631 | |
| Total | 6,881,762 |
Say‑on‑Pay support: 84.5% in 2023 and 90.5% in 2024, signaling investor acceptance of pay design .
Employment & Contracts
- CEO Letter Agreement (Dec 12, 2014): If terminated without Cause or by Mr. Altabef for Good Reason before a change in control, severance equals 2x base salary + target bonus, plus up to 24 months of COBRA cost differential; requires release; includes 12‑month non‑compete, non‑solicit, non‑disparagement, with recoupment upon breach .
- Age 65 successor transition protection (grants from 2022 onward): If terminated (other than for Cause) after age 65 with written agreement with a successor CEO, unvested time‑based RSUs vest at termination date and outstanding rTSR‑based RSUs and performance‑based cash continue to be eligible to vest on schedule (subject to release) .
Severance and CIC Scenarios
| Scenario | Component | Amount ($) | Notes |
|---|---|---|---|
| Non‑CIC termination (as of last business day of 2024) | Aggregate termination payments | 4,360,400 | Cash severance . |
| Accelerated vesting of time‑based RSUs | 2,233,971 | Value at $6.33 . | |
| Performance‑based cash & stock vesting | 5,589,517 | Assumes target for periods beyond 2024 . | |
| Medical/Dental/Vision | 13,333 | . | |
| CIC double‑trigger (as of last business day of 2024) | Pro‑rata bonus | 1,189,200 | . |
| Lump‑sum salary+bonus | 5,450,500 | . | |
| Outplacement | 10,000 | . | |
| Welfare plan premiums | 20,207 | . | |
| Health coverage payments | 28,498 | . | |
| Total (excl. LTI vest values) | 6,698,405 | . | |
| CIC LTI vesting values | RSUs vested (# / $) | 754,263 / 4,774,485 | At $6.33 . |
| Vested long‑term performance cash | 3,049,004 | . |
Plan features: Default double‑trigger CIC; prohibits dividend equivalents on unvested awards; no repricing; director annual comp cap $600,000; no tax gross‑ups; recoupment authorized under clawback .
Insider Trades (Form 4 highlights)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | SEC URL |
|---|---|---|---|---|---|---|
| 2025-04-02 | 2025-04-01 | A — Award | 44,248 | 0.00 | 1,371,708 | https://www.sec.gov/Archives/edgar/data/746838/000106299325006896/0001062993-25-006896-index.htm |
| 2025-04-02 | 2025-03-31 | F — In‑Kind (tax withholding) | 49,183 | 4.59 | 1,354,866 | https://www.sec.gov/Archives/edgar/data/746838/000106299325006896/0001062993-25-006896-index.htm |
Data fetched via insider‑trades skill; person “ALTABEF PETER”; 15 records between 2024‑01‑01 and 2025‑11‑20. More current than proxy; review full JSON for additional transactions and positions [ReadFile lines 135–144] and Form 4 URLs above.
Governance Assessment
- Strengths: Clear separation of CEO/Chair effective April 1, 2025; robust lead independent director role; regular executive sessions; independent committees with defined charters; no related‑party transactions; strong anti‑hedging/anti‑pledging policies; clawback compliance; pay design tied to multi‑dimensional metrics; high say‑on‑pay support (84.5%/90.5%) .
- Concerns/RED FLAGS:
- Non‑independent Chair remains post‑transition, which can dilute independent oversight despite lead director structure .
- Generous CEO severance and post‑65 vesting continuation terms could be viewed as retention‑friendly rather than strictly performance‑aligned; monitor execution and disclosure around release conditions and successor alignment .
- Significant outstanding unvested and performance‑based equity; ensure adherence to double‑trigger CIC protections and no automatic vesting .
- Signals for investor confidence: Board refreshment, outside directorship limits, committee meeting cadence (AFC: 8; CHRC: 7; NCGC: 7; SRC: 4), and clear ESG/HCM oversight indicate governance process rigor; say‑on‑pay approval supports compensation framework .
Overall, Mr. Altabef’s continued role as Chair with a well‑defined lead independent director mitigates some but not all independence risks; compensation design shows strong pay‑for‑performance discipline with explicit STI/LTI metrics and clawback/anti‑pledging controls, while severance and vesting terms warrant ongoing scrutiny relative to performance outcomes and shareholder alignment .