Roxanne Taylor
About Roxanne Taylor
Roxanne Taylor, age 68, has served as an independent director of Unisys Corporation since 2021. She brings deep global marketing and branding expertise from Accenture, plus senior leadership experience in corporate communications and crisis management, and currently serves on key governance and compensation committees at Unisys .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Memorial Sloan-Kettering Cancer Center | Senior Vice President & Chief Marketing and Communications Officer | 2020–2022 | Led brand and communications for a leading academic medical center |
| Accenture plc (formerly Andersen Consulting) | Chief Marketing & Communications Officer; multiple roles | 1995–2018 (CMCO 2007–2018) | Drove digital platforms, prepared earnings announcements/SEC filings, key member of disclosure committee |
| Reuters | Business/Investor Relations/Marketing roles | Not disclosed | Corporate communications experience |
| Citicorp | Business/Investor Relations/Marketing roles | Not disclosed | Corporate communications experience |
| Credit Suisse Group AG | Business/Investor Relations/Marketing roles | Not disclosed | Corporate communications experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Pure Storage, Inc. (NYSE: PSTG) | Director | Current | Nominating & Governance; Compensation & Talent |
| Thoughtworks Holding, Inc. (Nasdaq: TWKS) | Director (prior) | Until 2025 acquisition by private equity | Audit; Compensation; Talent |
Board Governance
- Independence: The Board affirmatively determined Ms. Taylor is independent under NYSE and SEC criteria; she serves on committees that require independence .
- Committee assignments: Member, Compensation and Human Resources Committee (CHRC); Member, Nominating and Corporate Governance Committee (NCGC) .
- Committee activity: In 2024, CHRC met 7 times and NCGC met 7 times, indicating substantive engagement on pay and governance oversight .
- Attendance: The Board held 9 meetings in 2024; all directors attended at least 75% of Board and committee meetings during their service period .
- Governance structure: Separation of CEO and Chair effective April 1, 2025; Lead Independent Director in place. Board reports strong governance practices (majority independent, annual evaluations, majority voting) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees earned | $102,500 | Sum of cash retainer + committee memberships per schedule |
| Equity (grant date fair value) | $200,005 | Annual director equity grant value under policy |
| Total (2024) | $302,505 | Cash + equity grant-date fair value |
Director fee schedule (non-employee directors):
- Annual cash retainer: $85,000
- CHRC: Member $10,000; Chair $20,000
- NCGC: Member $7,500; Chair $16,250
- No meeting fees; emphasis on retainers and equity
Performance Compensation
| Compensation Metric | Applies to Director Pay? | Details |
|---|---|---|
| Revenue (STI metric) | No | Used in NEO STI (50% weighting); not part of director pay |
| Non-GAAP Operating Profit (STI/LTI metric) | No | NEO STI (50%) and LTI cash; not part of director pay |
| Relative TSR (LTI metric) | No | NEO LTI RSUs/cash; not part of director pay |
Directors are compensated via fixed cash retainers and annual equity grants; there are no performance-based payouts for directors under Unisys’ program .
2025 Annual Director Equity Grant:
| Grant Date | Shares Granted | Valuation Basis |
|---|---|---|
| Feb 24, 2025 | 44,643 shares | $200,000 divided by FMV on grant date; rounded up |
Deferral: Directors may defer receipt of shares and/or cash fees under the director deferred compensation plan; deferred cash tracked by reference to Unisys Savings Plan options .
Other Directorships & Interlocks
| Company | Relationship to Unisys | Interlock/Conflict Indicator |
|---|---|---|
| Pure Storage, Inc. | External technology company; no Unisys related-party transactions disclosed | No related-party transactions requiring disclosure for 2024 period |
| Thoughtworks Holding, Inc. | Prior directorship; acquired in 2025 | No related-party transactions requiring disclosure for 2024 period |
Unisys disclosed no related-party transactions over $120,000 involving directors/executives or their immediate family members for 2024, mitigating conflict concerns .
Expertise & Qualifications
- Skills matrix: Senior leadership, public company board, technology, industry sector insights, and international experience; financial expertise indicated in Board skills matrix .
- Credentials: Led Accenture marketing/branding and disclosure processes; extensive corporate communications and crisis management background .
Equity Ownership
- Ownership guidelines: Directors expected to own Unisys stock or stock units equal to 5x the annual cash retainer ($425,000) within five years of election/appointment .
- Compliance status: As of Dec 31, 2024, all directors were compliant except those elected/appointed within last five years (grace period applies); individual compliance not specified by name .
- Pledging/hedging: Directors and employees are prohibited from hedging, speculation, short sales, margin accounts, or pledging Unisys securities, reducing misalignment risk .
- Deferral capability: Directors may defer equity and/or cash fees; deferred amounts are unsecured claims against Company assets .
Governance Assessment
- Committee effectiveness: Dual role on CHRC and NCGC positions Ms. Taylor at the center of executive pay design, board refreshment, independence reviews, and ESG posture. CHRC engages Meridian Compensation Partners as independent consultant; no conflicts reported .
- Independence and attendance: Independent by NYSE/SEC standards; Board-wide attendance thresholds met; indicates adequate engagement .
- Pay structure alignment: Director compensation mix emphasizes equity ($200k annual grant) and fixed retainers; ownership guidelines at 5x retainer foster alignment; prohibitions on hedging/pledging and no excise tax gross-ups represent shareholder-friendly practices .
- Conflicts/related parties: No related-party transactions for 2024; overboarding policy limits external commitments (≤4 other public boards besides Unisys), and current service footprint (Pure Storage) is within limits .
- RED FLAGS: None disclosed for related-party transactions, hedging/pledging, attendance shortfalls, or tax gross-ups. Committee interlocks: none requiring disclosure; compensation committee independence affirmed .
Implication for investors: Ms. Taylor’s marketing/communications and disclosure expertise, combined with independent CHRC/NCGC roles and clean related-party profile, supports board effectiveness and investor confidence. The director pay program’s equity emphasis and strict ownership/anti-hedging policies further align interests, while the lack of director-specific performance pay aligns with prevailing governance standards for non-employee directors .