Teresa Poggenpohl
About Teresa Poggenpohl
Senior Vice President and Chief Marketing Officer at Unisys, responsible for brand strategy and demand generation since joining in May 2021, reporting to the CEO . Previously led Accenture’s brand strategy and served as Chief Marketing & Communications Officer for North America, with industry recognition including B-to-B Magazine “Best Marketer” and The Internationalist “100 Influential Marketers” . Education: MBA, University of Illinois; BS, University of Nebraska . Company performance context: 2024 revenue $2,008.4M, non-GAAP operating profit margin 8.8%, adjusted EBITDA margin 14.5%; operating cash flow $135M and free cash flow $55M; compensation programs paid above-target on STI and performance-based LTI in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Unisys | Senior Vice President & Chief Marketing Officer | May 2021–present | Leads brand, demand, and market awareness to position Unisys for growth; reports to CEO |
| Accenture | Chief Marketing & Communications Officer, North America | — | Helped drive leading market position in US/Canada; contributed to revenue growth at North America >$20B annually |
| Accenture | Global Brand & Image Leader | — | Led brand strategy, advertising, digital marketing, trademarks, and M&A/joint venture support |
| Accenture | Partner/Director, Global Brand Management & Advertising | — | Built one of the most iconic B2B brands with sustained marketing leadership recognition |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chicago Children’s Museum | Board of Directors | — | Civic/board leadership; community engagement |
| University of Illinois College of Business | Dean’s Business Council | — | Advisory role; alumni engagement |
| University of Nebraska | College of Business Dean’s Advisory Board | — | Advisory role; alumni engagement |
| Economic Club of Chicago | Member | — | Executive network participation |
Fixed Compensation
- Stock ownership guidelines for SVPs require ownership ≥1.0x base salary; compliance achieved or on track within five years for all executive officers . Anti-hedging and anti-pledging policy applies company-wide .
Base Salary by Year:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $463,270 | $465,000 | $490,000 |
Target Bonus Opportunity:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus (% of earned base salary) | 95% | 95% | 95% |
Actual Annual STI (EVC) Payouts:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| STI Paid ($) | $257,099 | — | $549,104 |
Performance Compensation
Short-Term Incentive (STI) – 2024:
| Metric | Weighting | Target Scale | Actual Performance (% of Target) | Payout by Metric | Weighted Payout |
|---|---|---|---|---|---|
| Revenue ($M) | 50% | 90%–110% of target | 95% | 80.9% | 40.46% |
| Non-GAAP Operating Profit ($M) | 50% | 65%–130% of target | 120% | 155.0% | 77.50% |
| Total STI Funding | — | — | — | — | 117.96% |
Long-Term Incentive (LTI) – 2024 Design and Vesting:
| Element | Weighting | Performance Horizon | Vesting/Settlement | Payout Curve |
|---|---|---|---|---|
| Time-based RSUs | 33% of LTI | — | Vest 1/3 per year on grant anniversary; settled in stock | — |
| Relative TSR RSUs | 25% of LTI (PSUs) | 1-, 2-, 3-year rTSR vs Russell 2000 | Settled in stock upon CHRC certification | 0% at <25th pct; 50% at 25th; 100% at 55th; 200% at 80th; capped at 100% if absolute TSR negative |
| Relative TSR Cash | 8.3% of LTI (PB Cash) | 1-, 2-, 3-year rTSR vs Russell 2000 | Paid in cash upon certification; payout independent of stock price | Same curve as RSUs |
| Non-GAAP Operating Profit Cash | 33% of LTI | 1-, 2-, 3-year operating profit | Paid in cash upon certification | 0%–200% (50% threshold, 100% target, 200% max); interpolated |
2024 LTI mix was strategically redesigned with 2/3 performance-based and 1/3 time-based; final 2024 results for rTSR and non-GAAP operating profit LTI were above target .
Equity Ownership & Alignment
Beneficial Ownership (Shares):
| Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| March 6, 2023 | 3,897 | <1% |
| February 28, 2024 | 83,376 | <1% |
| March 10, 2025 | 162,518 | <1% |
Outstanding Equity Awards:
| As of | Unvested Time-based RSUs (#) | Market Value ($) | Unearned Performance RSUs/Units (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| Dec 31, 2023 | 40,974 | $230,274 (at $5.62) | 152,902 | $859,309 |
| Dec 31, 2024 | 55,410 | $350,745 (at $6.33) | 161,631 | $1,023,124 |
Ownership Alignment and Policies:
- Executive ownership guidelines: SVP ≥1.0x base salary; executives either met or are on track within five years .
- Prohibitions: hedging, short sales, margin, and pledging of Unisys securities by employees, officers, and directors .
- Clawback policy compliant with SEC/NYSE for recovery of erroneously awarded incentive-based comp (3-year lookback) .
Attempted to retrieve Form 4 insider transactions for Teresa Poggenpohl; API returned unauthorized error. We searched for recent insider filings to assess selling pressure but could not access the dataset via the insider-trades skill; analysis relies on proxy-stated ownership and award disclosures [ReadFile('/public/skills/insider-trades/SKILL.md') and tool run error].
Employment Terms
Severance (non-CIC) — Executive Officer Severance Agreements:
- If terminated without cause or for good reason: cash severance equal to one times base salary plus one times target bonus, paid over 12 months; up to one year of continued medical/dental/vision coverage at active employee rates; release required .
- Illustrative amounts (if terminated at last business day of 2024): Aggregate termination payments $955,500 for Ms. Poggenpohl .
Change-in-Control (CIC) — Double Trigger:
- If terminated without cause or for good reason within 24 months post-CIC: pro-rata bonus plus lump sum equal to 2.0x (base salary + applicable bonus), outplacement, and health coverage payments; awards vest at target for performance-based components and fully vest for time-based RSUs .
- Illustrative CIC amounts (as of last business day 2024): Pro-rata bonus $465,500; lump sum salary+bonus $1,911,000; outplacement $10,000; welfare plan premiums $10,037; total $2,396,537 .
- Equity award agreements include double-trigger vesting; performance awards vest at target upon qualifying CIC termination; mandatory release of claims applies .
Non-Compete/Non-Solicit (Award Agreement Conditions):
- 12-month post-employment restrictions: employee non-solicit, customer non-solicit/diversion, and performing services of the type provided at Unisys for covered customers; defined Restricted Period, Territory, and Covered Employee/Customer scopes .
Compensation Structure Analysis
- 2024 salary increase: Ms. Poggenpohl +5.4% based on performance/market; no increase in STI target %; STI funded above target; LTI mix increased performance linkage while managing dilution via cash components .
- STI metrics simplified to revenue and non-GAAP operating profit (50/50) vs prior-year program refinements; maximum payout capped at 200% with non-linear curves to stabilize around target .
- Governance “don’t do” list limits shareholder-unfriendly practices: no excise tax gross-ups, no automatic vesting at CIC, no option repricing, pledging/hedging prohibited .
Say-On-Pay & Shareholder Feedback
| Metric | 2023 | 2024 |
|---|---|---|
| Say-on-Pay Approval (%) | 84.5% | 90.5% |
Management notes broad support and ongoing investor engagement; CHRC reviews feedback and adjusts programs consistent with pay philosophy and strategy .
Compensation & Incentives Detail (NEO Context)
Summary Compensation (select line items for Ms. Poggenpohl):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | $463,270 | $385,253 | $293,674 | $16,736 | $1,158,932 |
| 2023 | $465,000 | $716,172 | $713,869 | $14,900 | $1,909,942 |
| 2024 | $489,519 | $385,662 | $882,814 | $16,584 | $1,774,579 |
Compensation Committee Analysis
- CHRC members: Lee D. Roberts (Chair, retiring at 2025 AGM), Matthew J. Desch, Deborah Lee James, Troy Richardson, Roxanne Taylor; all independent under NYSE standards .
- Independent consultant Meridian supports CHRC with peer group design, risk assessments, market analysis, plan design, and disclosure; consultant independence affirmed; no conflicts .
- Peer group used for 2024 compensation benchmarking includes Amdocs, Box, CACI, EPAM, ICF, KBR, MAXIMUS, NetApp, NetScout, Perficient, Teradata, Thoughtworks, TTEC, Tyler, V2X, Verint .
Equity Ownership & Alignment Policies (Company-wide)
- Executive officer ownership guidelines and anti-hedging/pledging enforced; director ownership guidelines = 5x annual cash retainer within five years .
- Equity plan CIC provisions permit acceleration if awards not assumed or upon qualifying termination post-CIC; performance awards vest at target .
Investment Implications
- Alignment: High proportion of at-risk pay (above-target STI in 2024; 2/3 of LTI performance-based) ties compensation to revenue, operating profit, and rTSR, supporting pay-for-performance and potential upside if execution continues .
- Retention: Significant unvested and unearned equity (e.g., 55,410 time-based RSUs and 161,631 performance units as of 12/31/2024) plus double-trigger CIC protection indicate strong retention levers; non-solicit/covenant obligations add friction to departure .
- Governance signals: No excise tax gross-ups, anti-pledging/hedging, clawback policy, and capped payouts mitigate risk and shareholder-unfriendly optics .
- Trading pressure: Unable to retrieve recent Form 4 data via the insider-trades skill; proxy data shows growing beneficial ownership; anti-pledging policy reduces forced selling risk from collateral calls .