Regina Paolillo
About Regina Paolillo
Independent director of Unisys (UIS) since 2018; age 66. Former Global Chief Operating Officer of TTEC Holdings; designated “audit committee financial expert.” Certified public accountant with deep finance and operations leadership across technology and services companies. Currently chairs the Audit and Finance Committee and serves on the Security and Risk Committee. Independence affirmed by the Board under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TTEC Holdings, Inc. (Nasdaq: TTEC) | Global Chief Operating Officer | 2021–2022 | Senior operator overseeing global execution; preceded by decade as EVP, Chief Financial & Administrative Officer (2011–2021). |
| TriZetto Group, Inc. | CFO and EVP for Enterprise Services | 2009–2011 | Financial leadership in health IT services. |
| General Atlantic L.P. | Supported investment teams/portfolio companies | 2007–2008 | Finance, operations, human capital support to portfolio. |
| Genpact Limited | EVP, Revenue Cycle & Mortgage Services Division | (Post-Creditek acquisition) | Scaled services post-acquisition. |
| Creditek Inc. | CFO & COO; then CEO | CEO 2003–2005 | Led fintech/receivables management firm. |
| Gartner, Productivity Inc., Citibank N.A., Bristol-Myers Squibb | Finance/operations leadership roles | Not disclosed | Built cross-industry finance/ops experience. |
| PricewaterhouseCoopers LLP | Auditor | Early career | Foundation in accounting/audit. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| UST Inc. | Director | Current | Audit Committee; Talent & Compensation Committee. |
| Sirva Worldwide, Inc. | Director | Current | Chair, Audit Committee. |
| Alight, Inc. (NYSE: ALIT) | Director | Until Feb 2025 | Head of Audit Committee; member, Nominating & Governance Committee. |
| Welltok, Inc. | Director | Until 2021 | Head of Audit Committee. |
Board Governance
- Committees and roles: Chair, Audit and Finance Committee; Member, Security and Risk Committee. Audit and Finance met 8 times in 2024; Security and Risk met 4 times. She is designated an “audit committee financial expert.”
- Independence and attendance: Board affirms her independence under NYSE and SEC standards. In 2024, the Board held 9 meetings; all directors attended at least 75% of Board and committee meetings on which they served.
- Director stock ownership guidelines: 5x cash retainer ($425,000) within 5 years; as of Dec 31, 2024, all directors were compliant except those elected/appointed within the last five years (Paolillo joined in 2018).
- Overboarding policy: Non-management directors should not serve on more than four other public company boards in addition to Unisys.
- Hedging/pledging and clawbacks: Company prohibits hedging, short sales, margin accounts and pledging of Unisys securities by non-employee directors, and maintains a clawback policy.
Fixed Compensation
| Component (Directors) | 2024 Amount |
|---|---|
| Annual cash retainer | $85,000. |
| Audit & Finance Committee – Chair | $30,000. |
| Security & Risk Committee – Member | $7,500. |
| Annual equity (grant-date value) | $200,000. |
| Regina Paolillo – 2024 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash (sum of retainers/committee fees) | $122,500. |
| Stock awards (grant-date fair value) | $200,005. |
| Total | $322,505. |
Notes: Directors receive annual equity grants; on Feb 24, 2025, each non‑employee director received 44,643 shares (value determined by dividing $200,000 by grant-date fair value). Deferral available for cash fees and director equity.
Performance Compensation
Directors do not receive performance-based incentives; compensation consists of cash retainers/committee fees and time-based equity with deferral options available.
Other Directorships & Interlocks
See “External Roles” table. No related-party transactions involving directors/officers or >5% holders were reported for 2024.
Expertise & Qualifications
- CPA; extensive financial, accounting, reporting and operational leadership across technology and services.
- Designated “audit committee financial expert”; financially literate with deep audit/compliance oversight.
- Cybersecurity/ERM exposure via Security & Risk Committee remit (oversight of cybersecurity, privacy, disaster recovery, and enterprise risk).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Regina M. Paolillo | 168,635 | <1% (*) |
Notes: Director stock ownership guideline = 5x cash retainer ($425,000); all directors compliant except those within five years of joining. Hedging/pledging prohibited; directors may defer equity/cash.
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) reporting compliance (2024) | Company states all required filings were timely; specific Form 4 transaction details are not itemized in the proxy. |
Governance Assessment
- Strengths: Independent director with chair role on Audit and Finance; designated audit committee financial expert; strong finance, operations, and audit credentials aligned to Unisys’ risk/compliance needs. Attendance expectations met; no related‑party transactions disclosed; robust ownership guidelines and anti‑hedging/pledging policy support alignment.
- Watch items: Significant workload as Audit Chair at Unisys and concurrent audit leadership roles at other companies (UST, Sirva) warrants ongoing monitoring for capacity, though Unisys’ overboarding policy limits apply to public boards and she had no current other public boards as of the proxy (prior ALIT service ended Feb 2025).
- Overall signal: Her profile (CPA, audit expert, cross‑industry finance/ops) and committee leadership bolster board effectiveness and investor confidence in financial oversight and risk governance.