Philippe Germond
About Philippe Germond
Independent director of Unisys since 2016 (age 68), currently Partner at Barber Hauler Capital Advisers. He chairs the Nominating & Corporate Governance Committee and serves on the Audit & Finance Committee, bringing extensive CEO/COO experience across European technology and telecommunications firms, with a transformation and M&A background . The Board affirms his independence under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Europcar Mobility Group S.A. | Chairman of Management Board (CEO equivalent) | 2014–2016 | Led transformation at leading EU car rental operator |
| Paris Mutuel Urbain | Chairman & CEO | 2009–2014 | Operational turnaround and modernization |
| Atos Origin S.A. | Chairman & CEO; Mgmt Board Member | 2006–2008 | Digital transformation; governance leadership |
| Alcatel | President & COO | 2003–2005 | Global operations leadership |
| SFR S.A. | Chairman & CEO | 1995–2002 | Telecom growth and restructuring |
| Hewlett-Packard | Managing Director, Microcomputer Group (Europe); various roles | ~15 years | Sales/marketing scale; European Board member |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| COMET | Director | Current | Board member |
| France Galop | Director | Since Dec 2023 | Board member |
| Qosmos (France) | Chairman, Supervisory Board | Until 2016 | Exited upon acquisition |
Board Governance
- Committee assignments and engagement:
- Nominating & Corporate Governance Committee: Chair; 7 meetings in 2024
- Audit & Finance Committee: Member; 8 meetings in 2024
- Independence: Board determined Germond meets NYSE/SEC independence standards; no material relationship with Unisys in 2024 .
- Attendance: Board held nine meetings in 2024; all directors attended at least 75% of Board and committee meetings; directors hold executive sessions at regularly scheduled meetings .
- Board structure: Lead Independent Director is Nathaniel A. Davis; Chair/CEO roles separated effective April 1, 2025 .
Fixed Compensation
| Year | Cash Retainer & Fees ($) | Equity Grant Value ($) | Total ($) |
|---|---|---|---|
| 2023 | 103,605 | 200,002 | 303,607 |
| 2024 | 108,823 | 200,005 | 308,828 |
Director fee schedule (current program):
- Annual cash retainer: $85,000
- Annual equity grant: $200,000 (stock); 44,643 shares granted Feb 24, 2025, determined by dividing $200,000 by grant-date FMV
- Committee fees:
- Nominating & Corporate Governance Chair: $16,250; Member: $7,500
- Audit & Finance Member: $12,000; Chair: $30,000
- Compensation & Human Resources Member: $10,000; Chair: $20,000
- Security & Risk Member: $7,500; Chair: $16,500
- Lead Independent Director additional cash retainer: $50,000
Performance Compensation
- No performance-based director compensation disclosed (director equity grants are time-based stock; directors may defer receipt under the deferred plan) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| COMET | Private/Non-U.S. | Director | None disclosed with Unisys |
| France Galop | Non-profit/Sport | Director | None disclosed with Unisys |
- Related-party transactions: Company reports none over $120,000 involving directors/executives since start of 2024; conflict-of-interest policy requires disclosure/approval and prohibits conflicts; no specific Germond-related transactions .
Expertise & Qualifications
- Senior leadership (CEO/COO) across telecom and IT; transformation, digitization, and customer orientation .
- International perspective; Unisys derives >25% revenue from Europe, making his European experience directly relevant .
- Strategy and M&A expertise supporting Unisys initiatives .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 190,228 shares; <1% of class |
| Director ownership guideline | 5x annual cash retainer ($425,000) within five years; includes direct/beneficial shares and deferred stock units; excludes unearned performance units |
| Compliance status | As of Dec 31, 2024, all directors compliant except those elected within last five years (still in grace period) |
| Anti-hedging/pledging | Company prohibits hedging, short sales, margin accounts or pledging by employees and non-employee directors |
| 2025 director grant | 44,643 shares to each non-employee director on Feb 24, 2025 |
Governance Assessment
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Strengths:
- Independent status with substantial committee leadership (NCGC Chair) and Audit & Finance membership; committees met frequently in 2024 (NCGC: 7; AFC: 8), indicating active oversight .
- No related-party transactions; strong Code of Ethics; explicit restrictions on director hedging/pledging, aligning interests with shareholders .
- Ownership alignment via robust director equity grants and stringent stock ownership guidelines (5x retainer) .
- Board investor confidence signals: say-on-pay support of 90.5% in 2024 and 84.5% in 2023 .
-
Watch items:
- Equity grant magnitude as shares (44,643 per director in 2025) reflects low stock price at grant; monitor dilution and equity plan usage (Board seeks additional shares under 2024 plan amendment) .
- Overboarding policy caps non-management directors at four other public boards; Germond’s current disclosed external roles are limited, but continued monitoring of time commitments advisable .
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Overall: Governance posture appears strong—committee leadership, independence, and attendance meet best practices, with clear policies to mitigate conflicts and promote alignment. No RED FLAGS identified (no related-party transactions, hedging/pledging bans, and no tax gross-ups for directors) .