Troy Richardson
About Troy K. Richardson
Independent director at Unisys (UIS) since 2021; age 62. Former President of PTC’s Digital Thread group (2021–2022) and COO (2020–2021), with senior roles at DXC/CSC (2015–2020), Oracle (2014–2015), SAP (2012–2014), and earlier management positions at HP, Xiocom Wireless, Novell, NCR, and IBM. Serves on UIS Compensation & Human Resources Committee (member) and Security & Risk Committee (member); current public company directorship at Cellebrite DI Ltd. (Nasdaq: CLBT). Expertise highlighted in global sales, commercial marketing, client service, and go-to-market leadership aligned with UIS’s DWS and Cloud/Application strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PTC Inc. (Nasdaq: PTC) | President, Digital Thread | 2021–2022 | Senior leadership in software/services; go-to-market execution |
| PTC Inc. | Chief Operating Officer | 2020–2021 | Enterprise operations and strategy |
| DXC Technology/CSC | SVP & Head, Global Sales; SVP & GM, Enterprise & Cloud Applications | 2015–2020 | Commercial and client service leadership |
| Oracle Corporation | SVP, Global Alliance Sales | 2014–2015 | Alliance/channel sales leadership |
| SAP | SVP, Global Cloud Sales, Ecosystem & Channels | 2012–2014 | Cloud go-to-market and ecosystem |
| HP; Xiocom Wireless; Novell; NCR; IBM | Management positions | Not disclosed | Broad IT industry experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cellebrite DI Ltd. (Nasdaq: CLBT) | Director | Current | Digital intelligence exposure; committee roles not disclosed |
Board Governance
- Committees: Compensation & Human Resources (member); Security & Risk (member) .
- Independence: Board determined Mr. Richardson is independent under NYSE and SEC criteria; no material relationships with UIS in 2024 .
- Attendance: Board held 9 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in executive session at regularly scheduled Board and committee meetings; presided by Lead Independent Director when Chair is not independent .
- Security & Risk Committee oversight: Committee reviews cybersecurity, privacy, disaster recovery, and broader enterprise risk practices; 4 meetings in 2024 .
- Compensation & HR governance: CHRC reviewed CD&A and recommended inclusion; committee members included Richardson; Meridian served as external advisor .
Fixed Compensation
Program structure (non‑employee directors):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid monthly; deferral available |
| Annual equity grant | $200,000 value | Granted as shares; deferral available |
| Committee chair retainers | AFC $30,000; CHRC $20,000; NCGC $16,250; SRC $16,500 | Additional cash |
| Committee member retainers | AFC $12,000; CHRC $10,000; NCGC $7,500; SRC $7,500 | Additional cash |
| Lead Independent Director retainer | $50,000 | Additional cash |
Richardson – 2024 director compensation:
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Troy K. Richardson | 102,320 | 200,005 | — | — | — | 302,325 |
Performance Compensation
Annual director equity grant:
| Grant Date | Shares Granted | Grant Value Basis | Vesting | Deferral |
|---|---|---|---|---|
| Feb 24, 2025 | 44,643 shares per director | Shares determined by $200,000 ÷ FMV on grant date (rounded up) | Not disclosed | Directors may defer receipt under plan |
Directors are not granted performance‑based equity; awards are time‑based shares aligned to long‑term ownership .
Other Directorships & Interlocks
- Current public company board: Cellebrite DI Ltd. (Nasdaq: CLBT) .
- CHRC interlocks: In 2024, CHRC members (including Richardson) had no Item 404 related‑party relationships; none were officers/employees of UIS; no reciprocal compensation committee interlocks involving UIS executive officers .
Expertise & Qualifications
- Global sales, commercial marketing, client service; proven go‑to‑market leadership supporting UIS strategy in Digital Workplace Solutions and Cloud, Applications & Infrastructure .
- Public company board experience; international operations exposure per Board skills matrix .
Equity Ownership
| Beneficial Owner | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Troy K. Richardson | 134,146 | <1% | Includes direct/indirect holdings; see footnotes |
- Director stock ownership guideline: 5× annual cash retainer ($425,000) within 5 years of initial election; as of Dec 31, 2024, all directors are compliant except those elected/appointed within last five years who have a grace period .
- Anti‑hedging/anti‑pledging: Company policy prohibits derivatives, short sales, margin transactions, pledges, and hedging of UIS securities by directors/officers at any time .
- Related‑party transactions: None to report for 2024 at UIS threshold (>$120,000) .
Governance Assessment
- Strengths: Independent status; active roles on CHRC and SRC; solid attendance; strong anti‑hedging/pledging controls; director equity retainer aligns ownership; say‑on‑pay support of 90.5% in 2024 indicates investor confidence in compensation governance .
- Compensation alignment: 2024 pay mix is standard for UIS directors (cash + time‑based equity). Richardson’s cash fees reflect committee memberships; total $302,325 suggests modest committee involvement without chair premiums .
- Conflicts/interlocks: No Item 404 related‑party relationships; CHRC interlocks negative; outside board (Cellebrite) does not present disclosed related‑party ties to UIS .
- RED FLAGS: None disclosed—no related‑party transactions; hedging/pledging prohibited; overboarding risk limited by guideline (≤4 other public boards) and one current public board for Richardson .