DEF 14A of Teradata Corp /De/, Mar 26, 2024

DEF 14A of Teradata Corp /De/

Filed Mar 26, 2024 · FY20230000816761-24-000082

Open on EDGAR

  1. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    ELECTION OF DIRECTORS (Item 1 on Proxy Card) The Board of Directors is currently divided into three classes. Directors are elected by stockholders for terms of three years and hold office until their successors are elected and qualified. One of the three classes is elected each year to succeed the directors whose terms are expiring. As of the 2024 annual meeting, the terms for the directors in Classes II, III and I of the Board of Directors expire in 2024, 2025 and 2026, respectively. Messrs. Chou and Schwarz and Ms. Bacus are Class II directors whose terms are expiring at the 2024 annual meeting. Each of the Class II directors has been nominated by the board for re-election through the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. Proxies solicited by the board will be voted for the election of the nominees, unless you instruct otherwise on your proxy. Each of the nominees is willing to serve if elected. The board has no reason to believe that these nominees will be unable to serve. However, if any one of them should be unable to serve, the board may further reduce the size of the board or designate a substitute nominee. If the board designates a substitute, shares represented by proxies will be voted for the substitute nominee.

  2. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | The Board of Directors recommends that you vote FOR the election of each of the Class II nominees as a director. |

  3. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Election of each nominee requires the votes cast for such nominee’s election to exceed the votes cast against such nominee’s election. If a nominee does not receive a majority vote, he or she is required to tender their resignation for consideration by the disinterested members of the Board of Directors in accordance with our Corporate Governance Guidelines. Proxies solicited by the Board of Directors will be voted FOR each nominee, unless you specify otherwise in your proxy. Abstentions and shares that are the subject of a broker “non-vote” will be deemed absent and have no effect on the outcome of the vote. Director Qualifications and Attributes Our Board of Directors currently consists of nine members whom we believe are extremely well-qualified to serve on the board and represent our stockholders’ best interests. As described under the caption “Selection of Nominees for Directors,” the board and its Nominating and Governance Committee (the “Governance Committee”) select nominees with a view to establishing a Board of Directors that is comprised of members who: •have extensive business leadership experience, •bring diversity of experiences, expertise and backgrounds, including but not limited to, gender and representation from under-represented communities, •are independent and collegial, •have high ethical standards as well as sound business judgment and acumen, and •understand and are willing to make the time commitment necessary for the board to effectively fulfill its responsibilities. We believe that each of the director nominees and other directors bring these qualifications to our Board of Directors. Moreover, as reflected in the below qualifications matrix, they provide our board with a diverse complement of specific business skills, experience and perspectives, including: extensive financial and accounting experience, public-company board experience, knowledge of the technology and software industries and of Teradata’s business, including cloud-based technologies, experience with companies with a global presence and with growth and/or transformation strategies, extensive operational and strategic planning experience, and gender diversity and representation from under-represented communities.

  4. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | 2024 PROXY STATEMENT | 7 |

  5. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | Stephen McMillan | Lisa R. Bacus | Timothy C.K. Chou | Daniel R. Fishback | Michael P. Gianoni | Todd E. McElhatton | Kimberly K. Nelson | Joanne B. Olsen | John G. Schwarz | | Qualifications and Expertise | | | | | | | | | | | Cloud technology, data analytics, and/or software as a service expertise: Background in technology, data analytics, and software bring critical understanding of our industry and the trends and innovation that shape our products, go to market approach, and cloud and AI strategies. | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Leadership experience: Executive leadership experience provides a practical understanding of organizational dynamics, strategic planning, risk management, talent development, and succession planning and provides oversight in our transformation. | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial/Accounting literacy: Directors with strong financial acumen contribute to our board’s understanding of complex financial management, capital structure and allocation, financial markets, financing activities, and financial reporting and internal controls. | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global business experience: Experience in, and exposure to, operating markets around the world, provides an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global challenges and market opportunities. | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | | ● | ● | | Sales, marketing, or branding background: Experience developing or overseeing strategies to grow sales and market share, build brand awareness and equity, and evolve customer perception. | | | | | | | | | | | | ● | ● | ● | ● | ● | | | ● | ● | | Tenure and Independence | | | | | | | | | | | Tenure (as of annual meeting) | 3 | 9 | 7 | 7 | 9 | 1 | 4 | 5 | 13 | | Independent | | ● | ● | ● | ● | ● | ● | ● | ● | | Demographics (Self-Identification) | | | | | | | | | | | Gender Identity | M | F | M | M | M | M | F | F | M | | LGBTQ+ | | | | | | ● | | | | | Asian (excluding Indian/South Asian) | | | ● | | | | | | | | Hispanic/Latinx | | ● | | | | | | | | | Caucasian/White | ● | | | ● | ● | ● | ● | ● | ● |

  6. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    The board believes that each of the director nominees and other directors have demonstrated outstanding achievement in his or her professional career, the willingness to participate actively in board activities and share policy-making and strategic thinking experiences, an ability to articulate independent perspectives, make analytical inquiries and take tough positions that challenge management, and a high degree of personal and professional integrity. The following biographies describe the key qualifications, business skills, experience and perspectives that each of our directors brings to the Board of Directors, in addition to the general qualifications and attributes described above. Based on all of these qualifications and attributes, we believe that the directors and nominees have the appropriate set and complement of skills to serve as members of the board.

  7. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

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  8. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    2024 Director Nominees Class II Nominees — Current Terms Expiring in 2024:

  9. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | LISA R. BACUS | Retired Executive Vice President and Chief Marketing Officer for Cigna Corporation | Director since: 2015 | | | Key Qualifications and Attributes: •Deep marketing expertise with focus on strategic planning and data analytics, in-depth knowledge of communication and marketing strategies and customer service operations •Experience as a senior executive of large global companies •Led global service operations at a Fortune 100 global corporation •ESG Certified through Diligent | | | |

  10. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Biography: Ms. Bacus, age 60, served as the Executive Vice President and Chief Marketing Officer at Cigna Corporation, a global health care services company, from May 2013 until her retirement in July 2019. Her marketing role expanded with Cigna’s acquisition of Express Scripts in December 2018. Prior to joining Cigna, Ms. Bacus was the Executive Vice President and chief marketer at American Family Insurance Group, a personal and commercial property and casualty company, from 2011 until 2013, and its Vice President, Marketing, from 2008 to 2011. Before joining American Family Insurance, she was with Ford Motor Company, from 1986 to 2008, where she held a number of executive leadership positions, including Executive Director of Global Market Research and Insights, Executive Director of Global Marketing Strategy, and head of marketing for Ford in Mexico. She also serves on the boards of Selective Insurance Group, Inc. and Douglas Dynamics, Inc. and on the board of privately-held Culver Franchising System, Inc., as well as a number of non-profit corporations, and previously served on the board of Shoutlet, Inc., a privately-held company. Ms. Bacus joined our board in January 2015.

  11. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | TIMOTHY C.K. CHOU | Former President of Oracle On Demand, a division of Oracle Corporation | Director since: 2017 | | | Key Qualifications and Attributes: •Extensive experience with technology companies, including many years of experience in building and selling enterprise software and hardware •Recognized as an industry leader in cloud computing and the Internet of Things, having published several landmark books and been featured in various publications including Forbes, Business Week, The Economist, and The New York Times as well as on CNBC and NPR •Extensive experience with startup companies in both workflow and analytic cloud-based applications •Experience in teaching computer science and cloud computing classes at universities in the US and China | | | |

  12. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Dr. Chou, age 69, served as President of Oracle On Demand, a division of Oracle Corporation, from 1999 until his retirement in 2005, during which time he led the growth of Oracle’s cloud business from a nascent stage to an industry-leading position. Prior to that, he served as the Chief Operating Officer of Reasoning, Inc., a pioneering application services provider, until it was acquired by Oracle in 2000. He served on the board of Embarcadero Technologies, a provider of database tools, from 2000 until 2007. In addition to his commercial career, he has taught in the computer science department at Stanford University since 1982. In 2006, he launched the first class on cloud computing at Stanford and in 2008 started a similar class at Tsinghua University in Beijing, China. In 2013, he became the Chairman of the Alchemist Accelerator, a leading enterprise software accelerator where he is focused on analytics, artificial intelligence and the Internet of Things. His landmark book, The End of Software, served to educate enterprises, operators and investors in this major shift in business models. He served as a director at Blackbaud from 2007 until December 2022. He joined our board in January 2017.

  13. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | 2024 PROXY STATEMENT | 9 |

  14. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | JOHN G. SCHWARZ | Co-Founder and Chairman of the Board of Visier Inc. | Director since: 2010 | | | Key Qualifications and Attributes: •Broad and global experience in operating and supervisory roles in complex and scaled technology companies •Public company CEO and Board level perspective •Deep understanding of technology, data science and analytics •Founder of a successful analytics and application company | | | |

  15. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Mr. Schwarz, age 73, is the co-founder and Chairman of the Board of Visier Inc., a business analytics cloud-based software firm, a position he has held since 2010. From 2010 until May 2020, he served as the Chief Executive Officer at Visier. Previously, he served as Chief Executive Officer of SAP Business Objects, a unit of SAP AG, from 2008 to 2010, during which time he was a member of the executive board of SAP AG and also served on the board of directors of SAP Business Objects. From 2005 until its acquisition by SAP in 2008, he served as Chief Executive Officer of Business Objects S.A., a provider of business intelligence software and services. Mr. Schwarz served as President and Chief Operating Officer of Symantec Corporation, a provider of infrastructure security and storage management software, from 2001 to 2005. From 2000 to 2001, he served as President and Chief Executive Officer of Reciprocal Inc., which provided business-to-business secure e-commerce services for digital content distribution over the Internet. Prior to joining Reciprocal, Mr. Schwarz spent 25 years at IBM Corporation with his last position being General Manager of IBM’s Industry Solutions unit, a worldwide organization focused on building business applications and related services for IBM’s large industry customers. Mr. Schwarz serves as a director of Synopsys, Inc. and served as a director of Avast PLC from 2011 until its merger with NortonLifeLock Inc. in 2022, and as a director of SuccessFactors, Inc. from 2010 to 2011. He is also a member of the Dalhousie University Advisory Board. He joined our board in September 2010. Class III — Current Terms Expiring in 2025:

  16. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | MICHAEL P. GIANONI | Chairman of the Board of Teradata Corporation President and Chief Executive Officer of Blackbaud, Inc. | Director since: 2015 | | | Key Qualifications and Attributes: •Experience as the president and chief executive officer of a global, publicly-traded software-as-a-service company •Strong operational and leadership skills and business acumen •Proven track record driving financial performance improvement •Deep software industry knowledge | | | |

  17. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Mr. Gianoni, age 63, is the President and Chief Executive Officer of Blackbaud, Inc., a provider of cloud-based software and services specifically designed for nonprofit organizations, a position he has held since joining the company in January 2014. Previously, Mr. Gianoni was the Executive Vice President and Group President, Financial Institutions, at Fiserv, Inc., a global technology provider serving the financial services industry, from 2010 to 2013. He joined Fiserv as President of its Investment Services division in 2007, where he was responsible for product, technology, sales, finance, operational, and strategy. From 2006 until its acquisition by Fiserv, Mr. Gianoni was Executive Vice President and General Manager of CheckFree Corporation, a leading provider of financial e-commerce solutions. Prior to that time, he held a number of senior management positions at DST Systems Inc., an information processing and software services company. Mr. Gianoni serves as a director of Blackbaud. He joined our board in January 2015 and was appointed our non-executive Chairman in February 2020 after serving as independent Lead Director since January 2019.

  18. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

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  19. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | TODD E. MCELHATTON | Chief Financial Officer, Zuora, Inc. | Director since: 2022 | | | Key Qualifications and Attributes: •Senior executive leadership of cloud-based solutions company •Financial expertise and experience as a public company chief financial officer •Extensive experience in finance at cloud-based, technology, and/or software companies | | | |

  20. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Mr. McElhatton, age 57, is the Chief Financial Officer at Zuora, Inc., a cloud-based subscription management software company, a position he has held since June 2020. Prior to joining Zuora, Mr. McElhatton served as the Senior Vice President and Chief Financial Officer, Cloud Business Group, at SAP SE, a multinational software company, from June 2018 to June 2020, and as Senior Vice President and Chief Financial Officer of SAP North America from February 2017 to June 2018. Prior to that, he served as Vice President and Chief Financial Officer, Hybrid Cloud Business, at VMware, Inc., a virtualization and cloud infrastructure solutions company, from August 2014 to February 2017. Previously, he held senior positions at Oracle Corporation and Hewlett Packard. Mr. McElhatton joined our board in June 2022.

  21. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | JOANNE B. OLSEN | Former Executive Vice President, Cloud Services and Support, Oracle Corporation | Director since: 2018 | | | Key Qualifications and Attributes: •Extensive experience within the software and technology industries •Senior executive leadership of cloud-based solutions and services •Broad global management experience | | | |

  22. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Ms. Olsen, age 65, served as the Executive Vice President, Cloud Services and Support at Oracle Corporation, a global software and services company, from November 2016 until she retired in August 2017. In that role, she drove Oracle’s cloud transformation services and support strategy, partnering with leaders across all business units, leading a team of cloud customer experience experts, covering customer success, implementation success, consulting, support, education, and managed cloud services. She previously served as Senior Vice President and leader of Oracle’s applications sales, alliances, and consulting organizations in North America from 2010 to 2016. Ms. Olsen began her career with IBM, where, over the course of more than three decades, she held a variety of executive management positions across sales, global financing and hardware. She also serves as a director of Ciena Corporation, a global supplier of telecommunications networking equipment, software, and services, and Keysight Technologies, Inc., a provider of electronic design and test solutions. She serves as the chair of the compensation committee for both Ciena and Keysight Technologies. She joined our board in June 2018.

  23. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | 2024 PROXY STATEMENT | 11 |

  24. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Class I — Current Terms Expiring in 2026:

  25. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | DANIEL R. FISHBACK | Former Co-Chief Executive Officer and Chairman of the Board of Directors of UserZoom | Director since: 2017 | | | Key Qualifications and Attributes: •Experience as the chief executive officer of a global, publicly-traded company in the software-as-a service industry •Strong leadership skills and a proven track record driving financial growth and product development •Technology industry expertise, including cloud-based technologies | | | |

  26. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Biography: Mr. Fishback, age 62, served as Co-Chief Executive Officer of UserZoom, a user behavior and analytics platform provider, from April 2018 and as Chairman of the Board of UserZoom from October 2015 until its acquisition by Thoma Bravo in April 2022. Mr. Fishback previously served as the President and Chief Executive Officer of DemandTec, Inc. from 2001 to 2013. DemandTec was a provider of a cloud-based collaborative optimization network for retailers and consumer products companies that was acquired by IBM in 2012. From 2000 to 2001, Mr. Fishback served as Vice President of Channels for Ariba, Inc., a provider of solutions to help companies manage their corporate spending. Prior to that, he held sales and executive leadership positions at Trading Dynamics Company and Hyperion Solutions Corporation. Mr. Fishback served on the board of Qumu Corporation, a leading enterprise video cloud-based platform provider from December 2013 until its acquisition by Enghouse Systems Limited in February 2023. He serves on the board of directors for several private technology companies, and is an advisor and consultant to a number of companies focusing on the application of analytic solutions to solve complex business problems. He joined our board in January 2017.

  27. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | STEPHEN MCMILLAN | President and Chief Executive Officer of Teradata Corporation | Director since: 2020 | | | Key Qualifications and Attributes: •Experience as Teradata’s President and Chief Executive Officer •Extensive knowledge of the Company’s operations, strategy, customers, and financial position •Experience as a seasoned technology executive with a track record of transforming enterprise product and services businesses into industry-leading cloud portfolio offerings •Expertise in cloud-based technologies | | | |

  28. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Mr. McMillan, age 53, is Teradata’s President and Chief Executive Officer and has served in this role since joining the Company in June 2020. Previously, he served as the Executive Vice President of Global Services for F5 Networks, Inc., a transnational company that specializes in application services and application delivery networking, from October 2017 when he joined F5 until May 2020. Prior to joining F5, from September 2015 until October 2017, he was Senior Vice President, Customer Success and Managed Cloud Services at Oracle Corporation, a global software and services company, where he was responsible for developing, overseeing, and expanding a customer success organization focused on the company’s strategic SaaS portfolio. From May 2012 to September 2015, he served as Senior Vice President, Managed Cloud Services at Oracle. Prior to joining Oracle, Mr. McMillan spent 19 years at IBM, where he held a number of leadership roles focused on global managed services, consulting, and IT. He joined our board in June 2020.

  29. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

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  30. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | KIMBERLY K. NELSON | Executive Vice President and Chief Financial Officer, SPS Commerce, Inc. | Director since: 2019 | | | Key Qualifications and Attributes: •Senior executive leadership of cloud-based solutions company •Financial expertise and experience as a public company chief financial officer •Extensive experience in finance at a variety of companies, including a cloud-based solutions company | | | |

  31. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Ms. Nelson, age 56, is the Executive Vice President and Chief Financial Officer at SPS Commerce, Inc., a provider of cloud-based supply chain management solutions worldwide, a position she has held since joining the company in 2007. Prior to joining SPS Commerce, Ms. Nelson led Investor Relations at Amazon.com, Inc., from 2005 until 2007. She served as Amazon’s Finance Director, Technology, from 2003 to 2005, and its Finance Director, Corporate Financial Planning and Analysis, from 2000 to 2003. Prior to that, she served as a Director, Finance at The Pillsbury Company, LLC, a subsidiary of General Mills, Inc., from 1997 until 2000. She served as a director of Calyxt, Inc., a consumer-centric food- and agriculture-focused micro-cap public company from 2019 until its merger with Cibus Global, LLC in 2023. She joined our board in November 2019. No Family Relationships or Arrangements No family relationship exists among any of the directors, nominees or executive officers. No arrangement or understanding exists between any director, nominee, or executive officer and any other person pursuant to which any director, nominee or executive officer was selected as a director, nominee or executive officer of the Company.

  32. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | 2024 PROXY STATEMENT | 13 |

  33. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Teradata’s Director Compensation Program is designed to enhance our ability to attract and retain highly qualified independent directors and to align their interests with the long-term interests of our stockholders. The program consists of both a cash component, designed to compensate independent directors for their service on the board and its committees, and an equity component, designed to align the interests of independent directors and stockholders. The compensation of the Company’s non-employee directors under the Director Compensation Program is reviewed on an annual basis by the Governance Committee with competitive benchmarking provided periodically by an independent compensation consultant retained by the committee. For 2023, the Governance Committee engaged Aon to conduct a competitive market analysis of Teradata’s director compensation levels compared to the Company’s peers, using Teradata’s executive compensation peer group at the time. Following this process and on the recommendation of Aon, the Governance Committee determined that the compensation levels were reasonable, aligned with current and best practices, and within market levels and, therefore, no changes were made to the director compensation levels. Annual Retainers The Director Compensation Program, for the 2023 – 2024 board year (the period between the Company’s annual stockholders’ meetings), includes the following annual retainers for service on the board:

  34. DIRECTOR COMPENSATION

    | Each non-employee director for board service | $60,000 | | Additional retainers: | | | Non-executive Chairman of the Board of Directors | $120,000 | | Each Audit Committee member (including the Chair) | $15,000 | | Each Compensation and People Committee member (including the Chair) | $10,000 | | Each Governance Committee member (including the Chair) | $5,000 | | Governance Committee Chair | $15,000 | | Audit Committee Chair | $35,000 | | Compensation and People Committee Chair | $25,000 |

  35. DIRECTOR COMPENSATION

    Prior to January 1 of each year, a director may elect to receive all or a portion of his or her annual retainer in Teradata common stock instead of cash. In addition, a director may elect to defer receipt of shares of common stock payable in lieu of cash. Payments for deferred stock may be made only in shares of Teradata common stock. Annual Equity Grant The Director Compensation Program provides that, on the date of each annual meeting of stockholders, each non-employee director will be granted restricted share units (“RSUs”) to purchase a number of shares of Teradata common stock in an amount determined by the Governance Committee and approved by the board. For the 2023 – 2024 board year, each of the non-employee directors received an annual equity grant on May 9, 2023 consisting of RSUs with a total dollar value of $250,000. The RSUs vest over a one-year period in four equal quarterly installments, and directors may elect to defer receipt of their vested shares.

  36. DIRECTOR COMPENSATION

    | 2024 PROXY STATEMENT | 33 |

  37. DIRECTOR COMPENSATION

    Initial Equity Grant The Director Compensation Program also provides that upon initial election to the board, each non-employee director will receive a grant of RSUs, with the same vesting schedule as the annual grant described above. For the 2023 – 2024 board year, the initial equity grant consisted of RSUs with a total dollar value of $75,000. Similar to the annual grant, a director may elect to defer receipt of the vested shares subject to the RSUs. No director received an initial equity grant in 2023. Mid-Year Equity Grant Under the Director Compensation Program, for directors that are newly elected to the board after the annual meeting of stockholders, the board has the discretion, based on the recommendation of the Governance Committee, to grant a mid-year equity grant in the form of stock options and/or awards of restricted shares or RSUs to such newly elected directors. A mid-year equity grant, if awarded, can be made in lieu of an annual equity grant for new directors who begin service after the annual grants described above are awarded and historically have been made to establish pay equity for directors. Mid-year equity grants made in the form of RSUs have the same vesting schedule and deferral alternatives as the annual grants described above. Option grants made in connection with a mid-year equity grant will be fully vested and exercisable on the first anniversary of the grant. No director received a mid-year grant in 2023. Director Compensation Limits As provided in our 2023 Stock Plan, there is an upper total limit on annual director compensation equal to the sum of any cash compensation and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of awards granted to a director as compensation for services as a member of our board during any fiscal year of $500,000. Benefits We do not provide any retirement or other benefit programs for our directors. 2023 Director Compensation Table The following table provides information on compensation paid to our non-employee directors in 2023.

  38. DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2)(3) ($) | TOTAL ($) | | Lisa Bacus | 65,000 | 271,806 | 336,806 | | Timothy Chou | 70,000 | 271,806 | 341,806 | | Daniel Fishback | 95,000 | 271,806 | 366,806 | | Michael Gianoni, Chairman | 200,000 | 271,806 | 471,806 | | Todd McElhatton | 75,000 | 271,806 | 346,806 | | Kimberly Nelson | 110,000 | 271,806 | 381,806 | | Joanne Olsen | 75,000 | 271,806 | 346,806 | | John Schwarz | 70,000 | 271,806 | 341,806 |

  39. DIRECTOR COMPENSATION

    (1)Represents the annual cash retainers earned for 2023.

  40. DIRECTOR COMPENSATION

    | 34 | |

  41. DIRECTOR COMPENSATION

    (2)This column shows the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, of the (i) annual award of an RSU representing 6,176 shares of the Company’s common stock that were granted to our non-employee directors on May 9, 2023 for the 2023 – 2024 board year (the “Annual Director RSU”). See Note 7 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (our “2023 Annual Report”) for an explanation of the assumptions we made in the valuation of these awards. The per share grant date fair value, which is the value reflected in the table above, of the Annual Director RSU is $44.01. The number of RSUs underlying the Annual Director RSU was determined by dividing $250,000 by $40.48, which stock price reflects the average of the closing per-share price of Teradata common stock for the 20 trading days immediately preceding the date of the equity award (the “20-Day Average”). The number of unvested RSUs outstanding as of December 31, 2023 for each of the non-employee directors is 3,088 for each of the directors. (3)There were no options granted to the non-employee directors for the 2023 – 2024 board year. In addition, none of our non-employee directors had any option awards outstanding as of December 31, 2023. Director Stock Ownership Guidelines Under the board’s Corporate Governance Guidelines, each director should hold stock valued at no less than five times the amount of the $60,000 annual retainer paid to such director within five years after he or she is first elected to the Teradata Board of Directors. Stock or stock units beneficially owned by the director, for which beneficial ownership is not disclaimed, including stock or stock units held in a deferral account, are taken into account. As of December 31, 2023, all of our directors were in compliance with these ownership guidelines. NO INCORPORATION BY REFERENCE In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC regulations, the following “Board Compensation and People Committee Report on Executive Compensation” and the “Board Audit Committee Report” contained in this proxy statement specifically are not incorporated by reference into any other filings with the SEC and shall not be deemed to be “Soliciting Material” under SEC rules. In addition, this proxy statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this proxy statement.

  42. DIRECTOR COMPENSATION

    | 2024 PROXY STATEMENT | 35 |

  43. Section 1: EXECUTIVE SUMMARY

    Notes: The following defined terms apply to the above disclosure: •The impact of currency is determined by calculating the prior-period results using the current-year monthly average currency rates. See the foreign currency fluctuation schedule, which is used to determine revenue on a constant currency (“CC”) basis, on the Investor Relations page of the Company’s website at investor.teradata.com. •Public cloud ARR (included within total ARR) is defined as the annual value at a point in time of all contracts related to public cloud implementations of Teradata VantageCloud and does not include ARR related to private or managed cloud implementations. •Total ARR is defined as the annual value at a point in time of all recurring contracts, including subscription, cloud, software upgrade rights, and maintenance. ARR does not include managed services and third-party software. •Non-GAAP Diluted EPS, Non-GAAP Operating Income, and Free Cash Flow are non-GAAP financial measures. Please refer to Appendix B of this proxy statement for definitions and reconciliations to the GAAP financial measures. •Since 2015, we have regularly engaged stockholders to solicit their input regarding our executive compensation program. This past year, we again sought feedback from our largest institutional investors, representing over 63% of Teradata’s outstanding shares. Our discussions with investors have historically touched on a number of themes, including stockholders’ desire that a meaningful portion of long-term incentive value continue to be allocated to equity awards that are based on longer-term performance goals with a strong rationale and linkage to our business strategy. We have considered the results of our discussions with stockholders in making decisions regarding executive compensation. See "Investor and Shareholder Outreach" for additional information regarding our engagement with stockholders. •We received strong support from our stockholders for our executive compensation program, with a 93.78% favorable “Say-On-Pay” vote at our 2023 annual meeting. The Committee views this strong result as confirmation that our compensation program is appropriately structured to support our strategic initiatives and reflects our pay-for-performance commitment. •To align our strategy and performance with compensation, our executive compensation program is heavily weighted to compensation that is tied to performance and the execution of our strategy. Specifically, our

  44. Section 1: EXECUTIVE SUMMARY

    Teradata Management Incentive Plan (“2023 Management Plan”) is an annual cash incentive that is designed to drive total ARR growth, public cloud ARR growth, and profitability. In addition, our long-term incentive plan consists of (i) 3-year performance based restricted share unit awards for the 2023 – 2025 performance period that are tied to total ARR, total public cloud ARR, and free cash flow as a percentage of revenue (“2023 – 2025 LTIP”) and (ii) restricted share unit awards that vest ratably over a 3-year period (“Service RSUs”). The 2023 – 2025 LTIP is 60% of the long-term incentive plan and the Service RSUs are 40% of the long-term incentive plan. •Our transition to a cloud-first strategy is critical to our future success and the transition of our customers from using Teradata Vantage on-premises to the cloud, as well as attracting new cloud customers, will occur over time. To align pay and performance that reflects our commitment to our cloud-first strategy, performance measures with a focus on cloud are included in both plans. The specific measures and weightings, and how such items tie to our corporate strategy for our 2023 Management Plan and 2023 – 2025 LTIP are detailed below.

  45. Section 1: EXECUTIVE SUMMARY

    | 2023 PERFORMANCE-BASED COMPENSATION PROGRAM COMPONENTS | | | | | PLAN | MEASURE | WEIGHTING | TIE TO STRATEGY | | Annual Incentive Plan – 2023 Management Plan | Total ARR Growth(1) | 30% | Drive annual recurring revenue growth | | | Public Cloud ARR Growth(2) | 30% | Drive cloud-first strategy | | | Non-GAAP Operating Margin(3) | 40% | Maintain focus on profitability while growing recurring revenue | | Long-Term Incentive Plan – 2023 – 2025 LTIP | 2025 Total ARR(1), (4) | 30% | Drive recurring revenue over multi-year period | | | 2025 Total Public Cloud ARR(2), (4) | 30% | Drive recurring revenue over multi-year period with a focus on our cloud-first strategy | | | 2023 - 2025 Free Cash Flow (5) | 40% | Focus on long-term cash-generating ability |

  46. Section 1: EXECUTIVE SUMMARY

    3-year performance period, but not to the detriment of total ARR, particularly as the size of our cloud business continues to grow. The Committee believes that having both total ARR and total public cloud ARR metrics in each of the 2023 annual and long-term incentive plans reduces the risk that any actions would be taken to sacrifice long-term growth to meet annual targets or vice versa and to ensure we stay focused on growing our cloud business while also continuing to grow overall in the short-term and over the long-term. •Our 2023 financial performance resulted in payouts under each of our 2023 Management Plan and our long-term incentive plan consisting of 3-year performance based restricted share unit awards for the 2021 – 2023 performance period (“2021 – 2023 LTIP”) of 95% for both plans. The specific measures, weightings and goals, actual performance, and achievement level for our 2023 Management Plan and 2021 – 2023 LTIP are detailed below. Pay-For-Performance Commitment Teradata is committed to rewarding talent that drives our organizational success. In 2023, we continued to emphasize a culture of high performance, and our talent and rewards strategies centered on incentive programs that provided rewards based on meaningful demonstrations of business achievements and individual performance contributions to the Company. The Committee has designed the compensation program for our named executive officers to reflect the importance placed on Company and business achievement. To that end, our core compensation program is closely aligned with Company performance and consists of base salary, an annual cash incentive, and long-term equity incentives as assessed over a 3-year period. As illustrated below, in 2023, approximately 59% of the target total direct compensation for our CEO, Mr. McMillan, and approximately 57% for the other named executive officers was performance-based.

  47. Section 2: COMPENSATION PHILOSOPHY AND GOVERNANCE

    | Best Practices We Follow | | | | | ✓ ESTABLISH COMPETITIVE COMPENSATION LEVELS for our named executive officers within the technology industry | ✓ MAINTAIN A “DOUBLE TRIGGER” for change in control severance benefits and equity award vesting | ✓ MINIMIZE COMPENSATION RISKS by periodically reviewing our compensation program to confirm that our compensation policies and practices are not encouraging excessive or inappropriate risk-taking | ✓ MAINTAIN STOCK OWNERSHIP GUIDELINES in line with stockholder interests requiring robust ownership levels for executive officers | | ✓ MAINTAIN CLAWBACK AND HARMFUL ACTIVITY POLICIES to recover cash or equity incentive compensation based on financial results that were later restated and cancel outstanding equity awards and recover realized gains if executives are terminated for cause or engage in certain other harmful activity | ✓ RETAIN AN INDEPENDENT COMPENSATION CONSULTANT to provide expert objective, third-party advice regarding executive pay programs and competitive market practices | ✓ HOLD ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION to give investors the opportunity to express their views on pay on a regular basis | ✓ REVIEW OVERHANG LEVELS AND BURN RATES to confirm that our standards are consistent with industry norms and shareholder expectations | | x NO EXCISE TAX GROSS-UPS in Company severance plans | x NO HEDGING OR PLEDGING of Company stock by executive officers | x NO “REPRICING” of stock options or granting of discounted stock options | x NO FIXED TERM EMPLOYMENT AGREEMENTS OR DEFINED BENEFIT PLANS |

  48. Section 3: CORE COMPENSATION PROGRAM

    | ELEMENT | CHARACTERISTIC | PURPOSE | | Base Salary | A fixed amount, paid in cash and reviewed annually and, if appropriate, adjusted. | Provide a source of fixed income that is market competitive and reflects scope and responsibility of the position held. | | Annual Incentive | A variable, short-term element of compensation, payable in cash based on achievement of pre-established annual financial goals. | Motivate and reward our executive officers for achievement of annual financial goals intended to drive the focus on our priorities and overall profitable growth. | | Long-Term Incentive | A variable, long-term element of compensation, provided in the form of: •performance-based restricted stock units (60%) that is payable based on achievement of various financial goals at the end of a three-year performance period; and •time-based restricted stock units (40%) that vest annually over three years. | Align the interests of our executive officers with our shareholders; encourage focus on long-term company performance measures that are deemed strategically and operationally important to our Company; promote retention of our executive officers; and encourage significant ownership of our common stock. |

  49. Section 3: CORE COMPENSATION PROGRAM

    Annual Cash Incentive Awards Our named executive officers participated in our 2023 annual cash incentive program under the 2023 Management Plan. At the end of the fiscal year, during its regular meeting held in October or November, the Committee reviews proposed performance measures for the following year's annual incentive plan. Then, at the beginning of each fiscal year, during its regular meeting held in January or February, the Committee approves a target award expressed as a percentage of base salary for each executive officer and specific performance measures, weightings, goals and performance adjustment events, if any. For each performance measure, a threshold, target and maximum level of performance is defined, which have corresponding payout percentages. Following the end of the fiscal year, at the Committee's regular meeting held in January or February, management presents a summary of, and the Committee certifies, actual performance as compared to the pre-established goals together with a corresponding payout percentage, which is expressed as a percent of target performance. When determining the target award for each executive officer, the Committee reviews the market 50th percentile for target total cash compensation (sum of base salary and target annual cash incentive) for the position in which such executive officer serves. Our objective is that when we achieve target levels of performance for each measure, resulting total cash compensation paid to our executive officers is within a reasonable range of the market 50th percentile. Actual total cash compensation will generally exceed the market 50th percentile if actual performance for each measure exceeds the pre-established target annual financial business goals and will generally be less than the market 50th percentile if actual performance for each measure is below the pre-established target annual financial business goals. In addition to considering the market data, the Committee also considers experience, tenure, scope and complexity of the executive officer’s position, individual contributions and performance, as well as internal pay equity. Actual awards can range from 0% (if threshold levels of performance are not met) to 200% of the target award (if maximum levels of performance are met for all of the performance measures) and the resulting competitiveness of total cash compensation will also vary accordingly. The 2023 target annual incentive opportunity for Ms. Bramley was increased from 85% to 100% to align her total target cash compensation opportunity closer to the 50th percentile and recognize her for the increasing complexity and scope of her role. The 2023 target annual incentive opportunity for each of the other named executive officers remained unchanged from 2022 levels as those targets where appropriate for the scope of their roles and also is within a reasonable range of the 50th percentile.

  50. Section 3: CORE COMPENSATION PROGRAM

    In designing the 2023 Management Plan, our independent compensation consultant performed a comparative review of our annual incentive compensation program. As part of that review, the independent compensation consultant advised the Committee that Teradata’s annual incentive compensation practices were aligned with its executive compensation peer companies, particularly with regard to the types and number of performance measures used, the payout levels as a percent of the target level of achievement set for each of the threshold and maximum levels of achievement, and the payout percentage for each of the threshold, target and maximum levels of achievement. Total payouts under the 2023 Management Plan are based primarily on our achievement of three key financial measures: total ARR growth, public cloud ARR growth, and non-GAAP operating margin.

  51. Section 3: CORE COMPENSATION PROGRAM

    | 2023 MANAGEMENT PLAN PERFORMANCE AND RESULTS | | | | | | | | $ in millions | | | | | | | | FINANCIAL MEASURE | WEIGHTING (%) | 50% (THRESHOLD) ($) | 100% (TARGET) ($) | 200% (MAXIMUM) ($) | ACTUAL PERFORMANCE ($) | ACHIEVEMENT LEVEL (%) | | Total ARR Growth (CC)(1) | 30 | 87 | 109 | 119 | 78 | — | | Public Cloud ARR Growth (CC)(1) | 30 | 158 | 198 | 217 | 167 | 61 | | Non-GAAP Operating Margin(2)(3) | 40 | 284 | 316 | 347 | 344 | 192 | | Total Payout Percentage | | | | | | 95 |

  52. Section 3: CORE COMPENSATION PROGRAM

    (3)When establishing the performance objectives under the 2023 Management Plan, the Committee approved adjustments to actual performance for non-GAAP operating margin, such that actual results would be increased or decreased, as applicable, by the product of the impact of foreign exchange rates on revenue from pre-established plan rate levels. The adjustment for foreign currency is reflected in the reconciliation to the GAAP financial measure in Appendix B. Payouts of Annual Incentive Compensation Each named executive officer was eligible to receive a payout under our 2023 Management Plan. Based on Company performance relative to the financial measures described above, the overall payout achieved was equal to 95% of his or her target annual incentive opportunity. In addition, our 2023 Management Plan design provides the Committee an individual performance modifier that can adjust the company performance factor positively or negatively up to 25%. The plan design provides this feature to align our pay for performance culture and reward extraordinary contributions that may be made by individuals during the year. In evaluating performance and whether to use this permitted adjustment, the Committee considers contributions that are above and beyond what could have been planned or anticipated when the financial plan was established, in addition to where our named executive officers may have fallen short in their contributions during the year. Consistent with our pay for performance commitment, because we did not achieve the target levels of total ARR growth or total public cloud growth, no individual specific adjustments were made for 2023. As a result, each named executive officer received a payout of 95% of his or her target annual incentive opportunity. The 2023 Management Plan payment amounts are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table of this proxy statement. For more information on the 2023 Management Plan for our named executive officers, please refer to the “Grants of Plan-Based Awards” section of this proxy statement. Long-Term Incentives (Equity Awards) The total direct compensation levels for our named executive officers are heavily weighted to long-term incentive opportunities, which vest over a period of three years. This structure is intended to align executives’ interests with those of our stockholders, enhance our retention incentives and focus our executives on delivering sustainable performance over the longer-term. The design of this program has stabilized over the past several years to reflect the core performance metrics and incentive structure the Committee believes is necessary to drive our long-term success through the transition to a subscription-based business model and our focus on our cloud-first strategy. We maintain our commitment to pay for performance by allocating 60% of the long-term incentive opportunity to the 2023 – 2025 LTIP and 40% to the Service RSUs. The following chart includes a high-level summary of the elements of the performance-based and serviced-based RSU equity vehicles and performance criteria, as applicable, for our long-term incentive program since 2022.

  53. Section 3: CORE COMPENSATION PROGRAM

    | | 2022 | 2023 | 2024 | | Equity Vehicle and Weighting | Long-Term incentive plan is majority weighted towards Performance-based RSUs 60% performance-based RSUs 40% service-based RSUs | Long-Term incentive plan is majority weighted towards Performance-based RSUs 60% performance-based RSUs 40% service-based RSUs | Long-Term incentive plan is majority weighted towards Performance-based RSUs 60% performance-based RSUs 40% service-based RSUs | | Performance Measure for Performance- Based RSUs (60% of LTIP) | 60% Total Public Cloud ARR (cumulative annual goals over a 3-year period ending 12/31/2024) 40% Free Cash Flow (compound over a 3-year period ending 12/31/2024) | 30% Total ARR (measured as the end of the 3-year period ending 12/31/2025) 30% Total Public Cloud ARR (measured as the end of the 3-year period ending 12/31/2025) 40% Free Cash Flow (compound over a 3-year period ending 12/31/2025) | 40% Total ARR (measured as the end of the 3-year period ending 12/31/2026) 20% Total Public Cloud ARR (measured as the end of the 3-year period ending 12/31/2026) 40% Free Cash Flow (compound over a 3-year period ending 12/31/2026) | | Grant Effective Date | March 2022 | March 2023 | February 2024 | | Performance Period | 2022 – 2024 | 2023 – 2025 | 2024 – 2026 |

  54. Section 3: CORE COMPENSATION PROGRAM

    Annual Grants – 2023 – 2025 Performance-Based and Service-Based RSU Grants In designing the long-term incentive plan, our independent compensation consultant performed a benchmark review of our long-term incentive compensation program. As part of that review, the independent compensation consultant advised the Committee that Teradata’s long-term incentive compensation practices were aligned with the peer companies, particularly with regard to the types and number of performance measures used, the payout levels as a percent of the target level of achievement set for each of the threshold and maximum levels of achievement, and the payout percentage for each of the threshold, target and maximum levels of achievement, equity mix, and performance period. In addition, in determining the size of the long-term incentive grants, we consider market data, the scope and complexity of the executive’s position, experience, tenure, internal pay comparisons, function, division, and individual performance and historical targeted grant levels. In 2023 at its first meeting of the 2023 fiscal year, the Committee made long-term incentive grants that consisted of a grant of 2023 – 2025 performance-based RSUs (“2023 – 2025 LTIP”) and 3-year service-based RSUs (“Service RSUs”) to our named executive officers. The target opportunity for the aggregate of the 2023 – 2025 LTIP and Service RSUs for each named executive officer was as follows:

  55. Section 3: CORE COMPENSATION PROGRAM

    | NAME | TOTAL LONG-TERM INCENTIVE OPPORTUNITY ($) | | Stephen McMillan | 12,500,000 | | Claire Bramley | 4,500,000 | | Hillary Ashton | 3,400,000 | | Todd Cione | 3,000,000 | | Margaret Treese | 2,200,000 |

  56. Section 3: CORE COMPENSATION PROGRAM

    The 2023 target long-term incentive opportunity for Ms. Bramley was increased by $1,000,000 to align her target total direct compensation opportunity closer to the market 50th percentile and to recognize her for the increasing complexity and scope of her role. The 2023 target long-term incentive opportunity for each of the other named executive officers

  57. Section 3: CORE COMPENSATION PROGRAM

    remained unchanged from 2022 levels as such targets where approximate for the size and scope of their roles and was within a reasonable range of the 50th percentile. In 2023, we continued our commitment to pay for performance by allocating 60% of the long-term incentive opportunity to the 2023 – 2025 LTIP and 40% to the Service RSUs. This allocation between performance-based and time-based awards is consistent with market data provided by our independent compensation consultant and feedback received from stockholders as part of our engagement program. The 2023 – 2025 LTIP will be earned based on the extent to which Teradata achieves three financial goals during the 3-year performance period ending December 31, 2025, which were designed to drive the Company toward profitable cloud growth as a technology leader in the analytics and software-as-a-service industry. The Service RSUs vest in equal annual installments over three years and are designed to provide a meaningful retention incentive for our executives in line with competitive market practices.

  58. Section 3: CORE COMPENSATION PROGRAM

    | 2023 – 2025 LTIP PERFORMANCE MEASURES | RATIONALE | | 2025 Total ARR. 30% of the performance-based RSUs is subject to achievement of our Total ARR at the end of 2025. As such, the payout for this measure is based on the cumulative performance over the 3-year period. | We are focusing on our company's long-term growth overall. We have a cloud-first strategy, however, we need to ensure that we also continue to grow the company overall. | | Total Public Cloud ARR. 30% of the performance-based RSUs is subject to achievement of total public cloud ARR at the end of 2025. As such, the payout for this measure is based on the cumulative performance relative over the 3-year period. | We are focusing on our cloud-first strategy. Consistent with our cloud-first strategy, this element is designed to focus executives on increasing the total ARR attributable to recurring revenue from our cloud-based platform, by incentivizing an increase in the amount of cloud-based revenue over the performance period. | | Free Cash Flow. 40% of the performance-based RSUs is subjected to the achievement of free cash flow over the 3-year period. | The free cash flow reflects our long-term ability to generate cash and profitability. |

  59. Section 3: CORE COMPENSATION PROGRAM

    The Committee established threshold, target and maximum goals for each performance measure for the 2023 – 2025 LTIP at the beginning of our 2023 fiscal year. The specific performance goals for the three-year award period are maintained by us as proprietary and confidential. The Committee believes that disclosure of these specific performance goals would represent competitive harm to us as such corporate goals and results are not publicly disclosed and are competitively sensitive. The Committee believes the attainment of target performance levels, while uncertain, could be reasonably anticipated. Threshold goals represent the minimum level of performance necessary for there to be a payout for that performance measure and the Committee believes the threshold goals are rigorous, but likely to be achieved. Maximum goals represent the performances at which payouts are 200% of the target award. Even if actual results exceed the maximum goals, the payouts are capped at 200% of the target award. Maximum goals represent levels of performance at which the Committee determined a payout of 200% of target would be appropriate. The Committee believes that the maximum goals established are more aggressive goals. Consistent with the disclosure in this proxy statement, we expect to provide the goals and performance attained for the 2023 – 2025 LTIP in the proxy statement for our 2026 Annual Meeting. In addition to approving performance measures, goals and weightings, the Committee also established specific corporate adjustment events for determining payouts under the 2023 – 2025 LTIP. The adjustment events include certain acquisitions, divestitures, and foreign currency fluctuations. Payout of Performance-Based RSUs for the 2021 – 2023 Performance Period (“2021 – 2023 LTIP”) As part of our 2021 – 2023 LTIP, we granted performance-based RSUs to our named executive officers. •60% of the award was subject to achievement of specified annual levels of our cloud percentage of total ARR, the targets of which were set on an annual basis and the payout of which was based on the average cumulative performance relative to the annual targets over the 3-year period. In addition, to keep executives also focused on delivering overall profitable performance results (and to avoid providing a potential windfall if our cloud percentage increases at the expense of declining overall ARR), payout would not be earned unless we also achieved certain threshold levels of both non-GAAP operating margin as a percentage of revenue and total ARR for the corresponding year.

  60. Section 3: CORE COMPENSATION PROGRAM

    | 2021 – 2023 LTIP PERFORMANCE AND RESULTS | | | | | | | | | | | 2021 – 2023 PERFORMANCE GOALS | | | | RESULTS AND PAYOUTS | | | | | FINANCIAL MEASURE | WEIGHTING (%) | THRESHOLD (50% PAYOUT) (%) | TARGET (100% PAYOUT) (%) | MAXIMUM (200% PAYOUT) (%) | ACTUAL RESULTS (%) | ACHIEVEMENT OF GATES(2) | | PAYOUT PERCENTAGE (%) | | | | | | | | NON-GAAP OPERATING MARGIN | TOTAL ARR | | | Free Cash Flow as a Percentage of Revenue(1) | 40 | 11.5 | 14.0 | 16.6 | 21.5 | N/A | N/A | 200 | | 2021 Cloud % of Total ARR | 20 | 12 | 15 | 17.3 | 13.5 | Yes | Yes | 76 | | 2022 Cloud % of Total ARR | 20 | 21 | 23.1 | 24.3 | 24.1 | Yes | No | — | | 2023 Cloud % of Total ARR | 20 | 31.4 | 34.9 | 36.6 | 33.6 | Yes | No | — | | Total Payout Percentage | | | | | | | | 95 |

  61. Section 3: CORE COMPENSATION PROGRAM

    (1) Free Cash Flow as a Percentage of Revenue, based on the Company’s “Free Cash Flow” as a percent of the Company’s total reported Revenue as of the end of the performance period. Free Cash Flow is defined as cash provided/used by operating activities less capital expenditures for property and equipment, and additions to capitalized software as reported in the Company’s earnings release for the full-year ended December 31, 2023. Free Cash Flow is a non-GAAP financial measure. Please refer to Appendix B of this proxy statement for definitions and reconciliations to the GAAP financial measures. (2) Threshold amounts, or gates, of both non-GAAP operating margin and total ARR were set at the same time the cloud percentage of total ARR goals were set for the corresponding year. These thresholds are required to be met before any payout will be awarded under the cloud percentage of total ARR metric for the corresponding year. If both of the non-GAAP operating margin and total ARR gates were not met, then there was no payout under the cloud percentage of total ARR for that year. Based on the actual results for the 2021 – 2023 performance period relative to the goals outlined above, the weighted average payout percentage for each of the named executive officers was 95%.

  62. Section 4: COMPENSATION CONSULTANT AND PEER GROUP

    Section 4: COMPENSATION CONSULTANT AND PEER GROUP Compensation Consultant When setting 2023 compensation levels for the named executive officers, the Committee retained Aon's Human Capital Solutions practice, a division of Aon, plc (“Aon”) as its independent consultant, reporting directly to the Committee and serving at the sole discretion of the Committee. During its engagement, Aon provided information to the Committee regarding the target market compensation levels, pay mix, and overall design for the components of total direct compensation based on the pay practices of companies in our compensation peer group, as established by the Committee. In addition, our People organization purchased compensation surveys and reports from Aon during 2023 at a cost of approximately $71,280. With regard to other compensation services, Aon also advises our board on its director compensation program. With regard to services that are not compensation related, Aon affiliates also provide to us insurance-related products and services, covering health and benefits, pension-related services, other insurance brokerage services and risk services to the business. The aggregate fees we paid to Aon for (i) its service as our independent executive officer and board of director compensation consultant was approximately $170,240 and (ii) for the additional services paid to various of its affiliates was approximately $492,000. Although the Committee was aware of the nature of the services performed by Aon affiliates, the Committee did not review and approve such services and insurance premiums and policies, as those were reviewed and approved by management in the ordinary course of business. Aon maintains certain policies and practices to protect the independence of the executive compensation consultants engaged by the Committee. In particular, Aon provides an annual update to the Committee on the financial relationship between Aon and the Company, and provides written assurances that, within Aon, the Aon consultants who perform executive compensation services for the Committee have compensation determined separately from Aon’s other lines of business and from the other services it provides to the Company. These safeguards were designed to help ensure that the Committee’s executive compensation consultants continued to fulfill their role in providing independent, objective advice. In light of the foregoing, the Committee has assessed the independence of Aon pursuant to SEC rules and NYSE listing standards and concluded that there was no conflict of interest that would prevent the consulting firm from independently advising the Committee. Peer Group The Committee examines the compensation peer group on an annual basis, with input from management and its independent compensation consultant. In late 2020, with the selection of Aon as its new independent compensation consultant, the Committee undertook a thorough review process of our peer group and as a result revised the peer group’s framework and methodology and approved the current peer group to better reflect our current cloud growth strategy, business model, and market for executive talent. The Committee continued to use this updated peer group when establishing base salary, annual incentive levels and long-term incentive levels for our executives in 2023. The peer group framework and criteria utilized are as follows: •Identify companies within the following sub-industries, based on the Global Industry Classification Standard: internet services and infrastructure; application software; systems software; and technology hardware, storage and peripherals; •From those sub-industries, focus on the following business areas: cloud and storage; analytics; and security; •Include companies with revenue generally above $700 million with a soft cap of $10 billion, with exceptions based on the market for executive talent; and •Consider market capitalization on an absolute basis, but also examine other metrics such as revenue to market capitalization.

  63. Section 4: COMPENSATION CONSULTANT AND PEER GROUP

    | 2024 PROXY STATEMENT | 49 |

  64. Section 4: COMPENSATION CONSULTANT AND PEER GROUP

    The following chart lists the companies in our compensation peer group for 2023 compensation decisions:

  65. Section 4: COMPENSATION CONSULTANT AND PEER GROUP

    | COMPANY | REVENUE (in millions) | APPROX. # OF EMPLOYEES | COMPANY | REVENUE (in millions) | APPROX. # OF EMPLOYEES | | Seagate Technology | $7,384 | 33,400 | Dropbox, Inc. | $2,502 | 2,693 | | Palo Alto Networks, Inc. | $6,893 | 13,948 | Snowflake Inc. | $2,066 | 5,884 | | NetApp, Inc. | $6,362 | 12,000 | Nutanix, Inc. | $1,863 | 6,450 | | Fortinet, Inc. | $5,305 | 13,568 | Okta, Inc. | $1,858 | 6,013 | | Open Text Corporation | $4,485 | 24,100 | Teradata | $1,833 | 6,500 | | Splunk Inc. | $3,654 | 8,000 | Fair Isaac Corporation | $1,513 | 3,455 | | Gen Digital | $3,338 | 3,700 | Verisign, Inc. | $1,493 | 908 | | Citrix Systems, Inc. | $3,310 | 9,700 | Box, Inc. | $991 | 2,487 | | Rackspace Technology, Inc. | $2,957 | 5,800 | Verint Systems Inc. | $902 | 4,300 | | Pure Storage, Inc. | $2,753 | 5,100 | | | |

  66. Section 4: COMPENSATION CONSULTANT AND PEER GROUP

    | 50 | |

  67. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS Change in Control Severance Plan Each of our currently employed named executive officers participates in the Teradata Change in Control Severance Plan (the “CIC Plan”), the objectives and provisions of which are summarized below:

  68. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    | Business Objectives | Increased Retention Incentives. The CIC Plan enhances our retention incentives by reducing the personal uncertainty that arises from the possibility of a future business combination and promotes objectivity in the evaluation of transactions that are in the best interests of our stockholders. Alignment with Market Practices. Based on information provided by the Committee’s independent compensation consultant, change in control severance arrangements are used by a vast majority of the companies included in our compensation peer group, and the terms of our CIC Plan are consistent with prevailing market practices. | | Severance Provisions | Severance Protections on Double Trigger. The CIC Plan provides for separation payments and benefits to our current named executive officers, which are reviewed annually by the Committee. The CIC Plan provides benefits on a “double trigger,” meaning that the severance benefits are paid, and equity awards vest, if our executives incur a qualifying termination in connection with a change in control. The threshold for an acquisition of Teradata stock that would constitute a change in control is an acquisition of 50% or more of the Company’s outstanding common stock or voting securities. No Excise Tax Gross Ups. The CIC Plan does not allow for “gross-up” payments related to excise taxes that may be imposed under Section 280G of the Internal Revenue Code. |

  69. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    Under the CIC Plan, if a participating executive’s employment is terminated by us other than for “cause”, death or disability or if the executive resigns for “good reason” within two years after a “change in control” (or within six months prior to a change in control, if the executive can demonstrate that the termination occurred in connection with a change in control), then Teradata or its successor will be obligated to pay or provide the following benefits: •A lump sum payment equal to 2.0 times the executive’s annual base salary and annual incentive. For this purpose, annual incentive generally means the average annual incentive earned for the prior three years; •A lump sum payment equal to a pro-rata portion of the average annual incentive earned for the prior three years; •Continued medical, dental and life insurance coverage for two years; and •Continued outplacement and financial counseling services, if such services are offered at such time, for one year. The CIC Plan provides that upon termination of employment, each participant is prohibited from soliciting our employees for a 1-year period and is subject to confidentiality restrictions. Moreover, each participant is required to sign a release of all claims against the Company prior to receiving severance benefits under the plan. More information on the CIC Plan, including the estimated payments and benefits payable to the named executive officers, is provided under the “Potential Payments Upon Termination or Change in Control” section of this proxy statement. Executive Severance Plan The Company maintains the Teradata Executive Severance Plan (the “Executive Severance Plan”), in which each of our currently employed named executive officers participates. This plan promotes retention incentives for our executives by establishing severance protections for participants that are consistent with both market levels and Teradata’s past practices, while eliminating the need to negotiate individual severance agreements in connection with an executive’s termination or at the time of hire.

  70. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    | 2024 PROXY STATEMENT | 51 |

  71. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    For our participating named executive officers, the Executive Severance Plan provides severance protections, as described below, in the event of termination of employment by the Company without cause (and not because of the participant’s disability or death), and, in the case of Mr. McMillan only, upon his resignation for good reason, in either case prior to (and not in connection with) a change in control of the Company. As described above, each of our current named executive officers participates in the CIC Plan, and in the event of a termination of employment by the Company without cause or by the participant for good reason in connection with a change in control, those participants would be entitled to receive severance benefits as provided under the CIC Plan. Each of our participating named executive officers would be entitled to receive the following benefits under the Executive Severance Plan in the event of a qualifying termination of employment outside of the change in control context:

  72. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    | Severance Benefits | •Salary and target annual cash incentive continuation for one year; •A prorated target annual cash incentive opportunity under the Company’s Management Incentive Plan); •Continued medical, dental and visual care coverage, with the Company continuing to subsidize its share of the premium during the 1-year salary continuation period; •Outplacement services for up to one year; •Pro-rata vesting of service-based and performance-based RSUs (subject to achievement of applicable performance goals for performance-based RSUs); and •For all retirement-eligible participants (i.e., participants aged 55 or older), an additional year of vesting service for stock options and service-based RSUs (but not performance-based RSUs), and the opportunity to exercise vested stock options until the earlier of three years after termination or the original option expiration date. For this purpose, Ms. Bramley and Mr. Cione are deemed to have attained age 55 upon any qualified termination. •For Mr. McMillan only, enhanced vesting of any outstanding but unvested service-based or performance-based RSUs, such that he will be treated as receiving an additional year of vesting for both types of awards (with payout of any performance-based RSUs subject to actual performance results during the applicable performance period). |

  73. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    To receive severance benefits under the Executive Severance Plan, a participant must agree to a release of claims against the Company. As a condition of participation in the Executive Severance Plan, each eligible employee must also agree to comply with certain restrictive covenants, including non-competition, non-solicitation, non-disparagement and confidentiality provisions to the extent permissible under applicable law. More information on the Executive Severance Plan, including the estimated payments and benefits payable to the named executive officers, is provided under the “Potential Payments Upon Termination or Change in Control” section of this proxy statement. Perquisites We provide a flexible workplace for our workforce. In connection with our flexible workplace, we provide an executive travel allowance policy to facilitate executive officer travel to San Diego based on business needs. While the travel allowance is provided to each executive officer, it is only used by those executive officers that do not live in San Diego or that have a role that does not require them to travel frequently to other geographic locations. The travel allowance that is provided under the policy for each executive officer, other than Mr. McMillan and Ms. Bramley, is $4,000 per month, and for Mr. McMillan and Ms. Bramley is $12,500 and $7,500 per month, respectively. This monthly allowance is intended to cover air fare, lodging, and ground transportation when traveling to San Diego for business purposes. In addition, we pay certain reasonable travel costs for spouses or domestic partners of our executive officers in connection with certain off-site, business-related meetings in which it was appropriate for a spouse or a domestic partner to attend. The amount we reimburse to our executive officers is grossed up to cover applicable taxes as spousal travel is considered a taxable benefit.

  74. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

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  75. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    Health and Well-being Benefits We believe that providing competitive health and well-being benefits at a reasonable cost is an important part of any employee’s compensation package and promotes employee health. Our executive officers participate in the same health and well-being benefits as our United States based full-time salaried employees. Health-related benefits for fiscal 2023 included medical, vision, and dental insurance; life, accidental death and dismemberment insurance; and disability insurance. These benefits, including plan design and cost, are analyzed annually. In addition, to encourage and support employee well-being we provide the following benefits to our executive officers as well as our United States based full-time salaried employees: flexible time off, established well-being days, and birthday day off. Retirement Benefits We believe that it is important to allow our employees, including our executive officers, the opportunity to save for retirement through our Teradata Savings Plan, a 401(k) plan (the “Retirement Plan”). Pursuant to the Retirement Plan, Teradata will match employee contributions dollar for dollar up to the first 4% of eligible pay and then will match 50¢ of the next 2% of eligible pay contributed each pay period. Employee contributions and the investment earnings on such contributions are always 100% vested and Teradata contributions and investment earnings become fully vested on the employee’s anniversary date after completing three full years of service at Teradata. Teradata contributions for fiscal 2023 to our Retirement Plan on behalf of our named executive officers can be found under the “All Other Compensation" column of the 2023 Summary Compensation Table in this proxy statement. Charitable Giving We support charitable organizations for our employees through our matching gift program. The program for our executive officers provides that a gift or gifts by an executive officer to one or more tax exempt 501(c)(3) charitable organizations will be matched by Teradata in an aggregate amount of up to $750 per year, as applicable.

  76. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    | 2024 PROXY STATEMENT | 53 |

  77. Section 6: OTHER COMPENSATION POLICIES AND PRACTICES

    | Clawback and Harmful Activity Policies | We maintain a Clawback Policy under which we are required to recover cash and equity-based incentive compensation paid to a current or former executive officer with respect to the three years preceding a year in which we prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The compensation recoverable is the amount in excess of the amount that would have been payable to the executive officer under the restated financial statements. The clawback must be applied regardless of whether the executive officer was responsible for the error that led to the accounting restatement and is effective as of October 2, 2023. The Clawback Policy is intended to comply with the applicable NYSE listing standards that were revised in response to the mandates under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In addition, cash or equity incentive compensation granted under the Stock Incentive Plan, including service-based RSUs and performance-based RSUs are subject to forfeiture and/or clawback of such compensation if the participant’s employment is terminated for Cause. In the event of a termination for Cause, in addition to all share units being automatically forfeited, the participant would also need to (i) return to Teradata all shares that were acquired under the Stock Incentive Plan in the two years prior to the date of termination and that had not yet been disposed and (ii) with respect to any shares acquired pursuant to plan during the two years prior to the date of termination of employment and that had been disposed of, pay to Teradata in cash the fair market value of such shares. “Cause” is defined in our Stock Incentive Plan to include convictions for felonies committed, dishonesty in the course of fulfilling duties, failure to substantially perform duties, a material violation of Teradata’s ethics and compliance program, or such other events as determined by the Committee. These policies support the accuracy of our financial statements and, in conjunction with our stock ownership guidelines, helps to align the interests of our named executive officers with those of our stockholders. In light of our pay-for-performance culture, we felt strongly that our executives and participants under the long-term incentive program should be held to this higher standard of accountability. |

  78. COMPENSATION TABLES

    | Name and Principal Position | Year | Salary (1) ($) | Bonus (2) ($) | Stock Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | All Other Compensation (5) ($) | Total ($) | | Stephen McMillan Chief Executive Officer | 2023 | 800,000 | — | 12,789,835 | 950,000 | 192,914 | 14,732,749 | | | 2022 | 800,000 | — | 13,079,278 | 970,000 | 186,075 | 15,035,353 | | | 2021 | 800,000 | — | 9,261,606 | 1,312,500 | 196,532 | 11,570,638 | | Claire Bramley (6) Chief Financial Officer | 2023 | 500,000 | — | 4,604,344 | 475,000 | 107,996 | 5,687,340 | | | 2022 | 500,000 | — | 3,662,168 | 412,250 | 107,465 | 4,681,883 | | | 2021 | 269,231 | 500,000 | 5,911,434 | 289,110 | 62,722 | 7,032,497 | | Hillary Ashton Chief Product Officer | 2023 | 500,000 | — | 3,478,860 | 475,000 | 38,429 | 4,492,289 | | | 2022 | 487,615 | — | 3,557,532 | 485,000 | 18,150 | 4,548,297 | | | 2021 | 430,000 | — | 2,984,278 | 564,375 | 16,540 | 3,995,193 | | Todd Cione (6) Chief Revenue Officer | 2023 | 500,000 | — | 3,069,550 | 475,000 | 40,394 | 4,084,944 | | | 2022 | 500,000 | — | 3,138,987 | 485,000 | 29,894 | 4,153,881 | | | 2021 | 490,385 | 500,000 | 10,226,031 | 520,685 | 15,568 | 11,752,669 | | Margaret Treese (7) Chief Legal Officer | 2023 | 450,000 | — | 2,251,008 | 342,000 | 17,960 | 3,060,968 | | | 2022 | 442,923 | — | 2,301,947 | 349,200 | 17,760 | 3,111,830 |

  79. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Background We have entered into agreements and maintain plans and arrangements that may require us to pay or provide compensation and benefits to our named executive officers in the event of certain terminations of employment or a change in control. For example, all of our currently employed named executive officers are participants in our CIC Plan, which provides “double-trigger” severance protections in the event that a participating executive’s employment is terminated under qualifying circumstances in connection with a change in control, and in our Executive Severance Plan, which provides severance protections in the event that a participant’s employment is terminated by the Company without cause (other than as a result of death, disability or a change in control), or in the case of Mr. McMillan, if he terminates his employment for good reason. Estimates of the amounts to be paid or provided to each of our named executive officers in connection with a termination of employment or a change in control are provided below. Estimated Payments to Named Executive Officers The estimates set forth below of the amounts payable to our named executive officers upon termination of employment or in connection with a change in control generally are based on the assumption that the various triggering events occurred on the last day of 2023, along with other material assumptions noted below. The actual amounts that would be paid to a named executive officer upon termination or a change in control can only be determined at the time the actual triggering event occurs. The estimated amount of compensation and benefits described below for our named executive officers generally does not take into account compensation and benefits that were already earned at the time of the applicable triggering event, such as equity awards that have previously vested in accordance with their terms or vested benefits otherwise payable under our compensation programs. As a result, the estimates below for our named executive officers do not provide information on the payout of 2023 incentive awards under the annual cash incentive program for our named executive officers, because those awards were earned as of December 31, 2023 for participating executives, subject to Committee approval, regardless of whether the executive terminated employment or a change in control occurred on that date. Please refer to the Summary Compensation Table for the annual incentives earned by our named executive officers in 2023. Non-Change in Control Scenarios Executive Severance Plan Each of our currently employed named executive officers participates in our Executive Severance Plan. The Executive Severance Plan generally provides severance benefits in the event of termination of employment by the Company without cause (but not as a result of the participant’s disability or death). In the case of Mr. McMillan, the Executive Severance Plan also provides severance benefits in the event of his termination of employment for good reason. For this purpose, “good reason” for Mr. McMillan’s termination of his employment generally is defined to mean any of the following events or conditions: (a) a material reduction in his authority, duties and responsibilities (other than an isolated, insubstantial and inadvertent action that is not taken in bad faith); (b) any reduction in his annual base salary; (c) the Company’s failure to timely pay annual or long-term incentive compensation to which he is otherwise entitled; (d) a reduction of five percent or more in his “target” or “maximum” annual or long-term incentive opportunity (other than an across-the-board reduction applicable to senior Teradata executives); (e) the Company’s failure to continue any equity compensation plan in which he participates (or a substantially equivalent alternative compensation plan), or the Company’s failure to continue his participation in any such equity compensation plan on substantially the same basis (other than as a result of any isolated, insubstantial and inadvertent action not taken in bad faith); or (f) the Company’s failure, unless otherwise required by law, to continue to provide employee benefits that are substantially equivalent, in the aggregate, to those provided under the Company’s qualified and nonqualified employee benefit and welfare plans of the Company (other than a reduction of less than 5% of the aggregate value of such benefits). Notwithstanding the foregoing, in the event of the termination of a participating named executive officer’s employment without cause or for good reason in connection with a change in control of Teradata, severance benefits generally would be provided under the CIC Plan, as discussed below.

  80. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  81. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    In the event of a qualifying termination of employment without cause (not in connection with a change in control), or a termination of employment by Mr. McMillan for good reason, our participating named executive officers would be entitled to receive the following severance benefits under the terms of the Executive Severance Plan. •Salary and target annual cash incentive continuation for one year; •A prorated target annual cash incentive payment for the year of termination under the Company’s Management Incentive Plan; •Continued medical, dental and vision care coverage, with the Company continuing to subsidize its share of the premium during the 1-year salary continuation period; •Outplacement services for up to one year; •Pro-rata vesting of service-based and performance-based RSUs (subject to achievement of applicable performance goals for performance-based RSUs); and •For retirement-eligible participants (i.e., participants aged 55 or older), an additional year of vesting service for any unvested stock options and service-based RSUs (but not performance-based RSUs), and the opportunity to exercise vested stock options (if any) until the earlier of three years after termination or the original option expiration date. For this purpose, each of Ms. Bramley and Mr. Cione is deemed to have attained age 55 upon any qualified termination. Additionally, for purposes of determining vesting of both his service-based RSUs and his performance-based RSUs, Mr. McMillan would be entitled to an additional year of vesting service, regardless of his age. Severance benefits under the Executive Severance Plan are conditioned upon the participant’s release of claims against the Company, as well as compliance with certain restrictive covenants, including non-competition, non-solicitation, non-disparagement and confidentiality provisions to the extent permissible under applicable law. Treatment of Equity Awards on Termination of Employment (not in Connection with a Change in Control) The following chart summarizes the standard vesting treatment of our equity awards in the event of termination of employment, other than termination in connection with a change in control, and other than special vesting terms for certain awards as further described below. The general vesting treatment described below is conditioned upon the participant’s compliance with non-competition and non-solicitation provisions, to the extent permissible under applicable law, for a 12-month period (or, if applicable law requires a shorter period, for the maximum period allowed under applicable law), as well as confidentiality restrictions. Our performance-based RSUs and service-based RSUs generally pay out upon vesting.

  82. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 2024 PROXY STATEMENT | 63 |

  83. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | SITUATION | PERFORMANCE-BASED RSUs | SERVICE-BASED RSUs | STOCK OPTIONS | | Death and Long-Term Disability (“LTD”) | In the event of death or LTD during the performance period, a pro-rata portion of the award, calculated as of the date of death or LTD, will become vested based on actual results during the performance period. In the event of death or LTD after the end of the performance period and prior to payment, awards vest in full, to the extent earned, upon the date of death or LTD. | Awards vest in full upon the date of death or LTD. | Awards remain exercisable until the later of the expiration of the 10-year term or three years after death or LTD. | | Retirement (termination on or after age 55, with the consent of the Committee, where applicable) | Generally, a pro-rata portion of the award, calculated as of retirement, will become vested based on actual results during the performance period. | Generally, a pro-rata portion will become vested as of date of retirement. | Awards remain exercisable until the earlier of three years following retirement date or the expiration date. | | Termination without Cause | A pro-rata portion of the award, calculated as of the date of termination, will become vested based on actual results during the performance period. | A pro-rata portion will become vested as of the date of termination, and retirement-eligible participants (i.e., participants aged 55 or older) may be credited with an additional year of vesting service. | Awards generally remain exercisable until the earlier of the fifty-ninth day after termination or the expiration date. However, awards held by retirement-eligible participants (i.e., participants aged 55 or older) remain exercisable until the earlier of 3 years after termination or the original option expiration date. | | Voluntary Resignation (other than retirement, as described above) | Unvested awards are forfeited. | Unvested awards are forfeited. | Awards remain exercisable until the earlier of the fifty-ninth day after termination or the expiration date. |

  84. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Notwithstanding the general equity vesting terms described above, certain of our equity awards are subject to special vesting terms, as described below: •Pursuant to his Offer Letter and the Executive Severance Plan, in the event of the termination of his employment by the Company without cause or by Mr. McMillan for good reason (and not in connection with a change of control), Mr. McMillan would be entitled to an additional year of vesting service for purposes of determining pro-rated vesting of his other service-based and performance-based RSUs (with performance-based awards vesting based on actual performance results for the entire performance period). •Pursuant to an Offer Letter and the Executive Severance Plan, in the event of the termination of employment by the Company without cause (and not in connection with a change of control), each of Ms. Bramley and Mr. Cione would be entitled to an additional year of vesting service for purposes of determining pro-rated vesting of her or his service-based RSUs. The tables below quantify the amounts that would be payable to our named executive officers in the event of termination of employment, other than termination in connection with a change in control. Ms. Treese is the only named executive officer who has outstanding options. All of her options are fully vested and therefore would benefit from any extended exercise period available for the various circumstances; however, the applicable extended period of time to exercise is not quantified in the below tables.

  85. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  86. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Death or Disability We would have provided each named executive officer (or his or her beneficiary) with the following estimated payments or benefits had he or she died or become disabled on December 31, 2023.

  87. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EXECUTIVE | LIFE INSURANCE ($)(1) | DISABILITY PAYMENTS ($)(2) | RESTRICTED SHARE UNITS ($)(3) | TOTAL ($) | | Stephen McMillan | 2,300,000 | 760,000 | 22,713,540 | 25,773,540 | | Claire Bramley | 3,500,000 | 526,650 | 6,573,015 | 10,599,665 | | Hillary Ashton | 1,000,000 | 526,650 | 6,515,954 | 8,042,604 | | Todd Cione | 1,000,000 | 526,650 | 8,725,230 | 10,251,880 | | Margaret Treese | 900,000 | 509,985 | 4,084,338 | 5,494,323 |

  88. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Proceeds would be payable by a third-party insurer. Benefits provided upon death depend on the individual level of benefits chosen by the named executive officer during the annual benefits enrollment process. The named executive officers receive the same Company-provided life insurance coverage as is generally offered to U.S.-based employees. The coverage generally is 200% of base salary for life insurance (but capped at $1,200,000, or at $750,000 in the absence of evidence of insurability). Each U.S.-based employee has the option of choosing a higher level of coverage at his own expense. Each participating named executive officer opted for core coverage for 2023, except for Mr. McMillan and Ms. Bramley, who opted for higher coverage. (2)Benefits provided upon disability generally depend on the individual level of benefits chosen by the named executive officer during the annual benefits enrollment process. The named executive officers receive the same short-term and long-term disability coverage as is generally offered to U.S.-based employees. The core coverage is (i) for short-term disability, 66 2/3% of base salary for 26-weeks, and (ii) for long-term disability, 50% of base salary (up to a maximum monthly payment of $15,000) for the duration of an employee’s long-term disability. Each U.S. employee has the option of choosing a higher level of coverage at his own expense. Each participating named executive officer opted for core coverage for 2023, except for Mr. McMillan, who opted for higher coverage. The payments above assume maximum payout based on the named executive officer’s coverage election for 26 weeks of short-term disability plus two years of long-term disability. (3)Equity valuations are based on a closing price of our stock on December 31, 2023 of $43.51, with performance-based RSUs for ongoing performance periods included at the “target” level. Retirement We would have provided each named executive officer with the following estimated payments if he or she had retired (with Committee consent, where applicable) on December 31, 2023.

  89. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EXECUTIVE | RESTRICTED SHARE UNITS ($)(1)(2) | TOTAL ($) | | Stephen McMillan | — | — | | Claire Bramley | — | — | | Hillary Ashton | — | — | | Todd Cione | — | — | | Margaret Treese | 3,511,133 | 3,511,133 |

  90. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Equity valuations generally are based on a closing price of our stock on December 31, 2023 of $43.51. (2)Ms. Treese was eligible for retirement (age 55 or older) on December 31, 2023. Committee consent generally would be required for retirement vesting of RSU awards.

  91. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 2024 PROXY STATEMENT | 65 |

  92. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Termination without Cause (not in Connection with a Change in Control) Each named executive officer would have been entitled to the following estimated payments and benefits if, on December 31, 2023 and not in connection with a change in control, we terminated the executive’s employment without cause (and not as a result of death or disability), or, in the case of Mr. McMillan, he terminated his employment for good reason.

  93. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EXECUTIVE | CASH ($)(1) | RESTRICTED SHARE UNITS ($)(2) | WELFARE BENEFITS ($) | OUT-PLACEMENT COUNSELING ($) | TOTAL ($) | | Stephen McMillan | 1,800,000 | 25,375,286 | 22,680 | 18,000 | 27,215,966 | | Claire Bramley | 1,000,000 | 5,907,008 | 22,050 | 18,000 | 6,947,058 | | Hillary Ashton | 1,000,000 | 4,871,675 | 23,232 | 18,000 | 5,912,907 | | Todd Cione | 1,000,000 | 8,146,540 | 22,680 | 18,000 | 9,187,220 | | Margaret Treese | 810,000 | 3,659,942 | 23,232 | 18,000 | 4,511,174 |

  94. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)The cash amounts reported in this column reflect cash severance benefits under the Executive Severance Plan, but do not reflect any pro-rata annual cash incentive payments for 2023 for any named executive officer. This is because we are required to assume a termination date of December 31, 2023, on which date 2023 annual cash incentive payments for named executive officers were already vested, regardless of termination of employment. Please refer to the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the amount of the 2023 annual cash incentives paid to each executive. (2)Equity valuations are based on a closing price of our stock on December 31, 2023 of $43.51, with performance-based RSUs for ongoing performance periods included at the “target” level. For Mr. McMillan, equity valuations reflect an additional 12 months of vesting service for his other service-based and performance-based RSU awards. For Ms. Treese, who was retirement-eligible (age 55 or older) on December 31, 2023, the equity values reported above include an additional 12 months of vesting service for service-based equity awards. Pursuant to an Offer Letter and the Executive Severance Plan, in the event of the termination of employment by the Company without cause (and not in connection with a change of control), each of Ms. Bramley and Mr. Cione would be entitled to an additional year of vesting service for purposes of determining his or her pro-rated vesting of her service-based RSUs. Change in Control Scenarios Change in Control Severance Plan We maintain the CIC Plan to help retain key executives by reducing personal uncertainty that may arise from the possibility of a change in control and to promote their objectivity and neutrality in evaluating transactions that may be in the best interest of the Company and its stockholders. This plan establishes objective criteria to determine whether a change in control has occurred and provides for severance payments and benefits on a “double trigger” basis, which also applies, under the Stock Incentive Plan, to our equity compensation awards. The “double trigger” design is intended to further our goals to retain key executives upon a change in control. Each named executive officer participates in the CIC Plan. Under the CIC Plan, if a participating executive’s employment is terminated by us other than for “cause”, death or disability or if the executive resigns for “good reason” within two years after a “change in control” (or within six months prior to a change in control, if the executive can demonstrate that the termination occurred in connection with a change in control), then Teradata or its successor will be obligated to pay or provide the following benefits: •A lump sum payment equal to 2.0 times the executive’s annual base salary and annual incentive. For this purpose, annual incentive generally means the average annual incentive earned for the prior three years; •A lump sum payment equal to a pro-rata portion of the average annual incentive earned for the prior three years; •Continued medical, dental and life insurance coverage for two years; and •Continued outplacement and financial counseling services, if such services are offered at such time, for one year.

  95. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  96. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The CIC Plan provides that upon termination of employment, each participant is prohibited from soliciting our employees for a 1-year period and is subject to confidentiality restrictions. Moreover, each participant is required to sign a release of all claims against the Company prior to receiving severance benefits under the plan. The CIC Plan does not provide for any “gross-up” payments related to excise taxes that may be imposed on an executive in connection with a change in control. For purposes of the plan, the term “cause” generally means the willful and continued failure to perform assigned duties or the willful engaging in illegal or gross misconduct that materially injures the Company. The term “good reason” generally means: (i) the assignment of duties inconsistent with the executive’s position, authority, duties or responsibilities as in effect prior to a change in control; (ii) a reduction in base salary; (iii) failure to pay incentive compensation when due; (iv) a reduction in target or maximum incentive opportunities; (v) a failure to continue the equity compensation plan or other employee benefit programs; (vi) a relocation of the executive’s office by more than forty miles (provided that it also increases the executive’s commute by more than 20 miles); or (vii) failure to require a successor to assume the plan. The term “change in control” generally means any of the following: (i) an acquisition of 50% or more of our stock by any person or group, other than the Company, our subsidiaries or employee benefit plans; (ii) a change in the membership of our Board of Directors, such that the current incumbents and their approved successors no longer constitute a majority; (iii) a reorganization, merger, consolidation or sale or other disposition of substantially all of our assets in which any one of the following is true—our old stockholders do not hold at least 50% of the combined enterprise, there is a 50%-or-more stockholder of the combined enterprise (other than as a result of conversion of the stockholder’s pre-combination interest in the Company), or the members of our Board of Directors (immediately before the combination) do not make up a majority of the board of the combined enterprise; or (iv) stockholder approval of a complete liquidation. Treatment of Equity Awards As described above, the Stock Incentive Plan provides for “double trigger” vesting of employee equity awards in connection with a change in control, meaning that, if the awards are assumed by the surviving entity in the change of control, vesting of the awards will not accelerate unless the executive also has a qualifying termination of employment (by the Company without cause or by the executive for good reason). In contrast, if the surviving entity does not assume the equity awards upon the change in control, unvested awards will become vested upon the occurrence of the change in control. The chart below generally summarizes how the unvested equity awards held by our current named executive officers on December 31, 2023 would be treated in connection with a change of control. Currently, none of our named executive officers holds any unvested stock options.

  97. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | PERFORMANCE-BASED RSUs | SERVICE-BASED RSUs | | If the award is not assumed by the surviving entity, then the award will vest in full, either at the “target” level, if the CIC occurs during the first year of the performance period, or based on actual performance up to the date of the CIC, if the CIC occurs during the second or third year of the performance period. | If the award is not assumed by the surviving entity, then vesting accelerates upon the CIC. | | If the award is assumed, then, subject to the executive’s continued employment, the award will continue to vest, either at the “target” level, if the CIC occurs during the first year of the performance period, or based on actual performance up to the date of the CIC, if the CIC occurs during the second or third year of the performance period. However, vesting of the award will be accelerated if the executive’s employment is terminated without “cause,” terminated on account of death, disability, retirement or reduction in force, or the executive terminates his or her employment for “good reason,” within 24 months after the CIC. | If the award is assumed, then vesting accelerates if the executive’s employment is terminated other than for “cause” or disability or the executive terminates his or her employment for “good reason,” within 24 months after the CIC. |

  98. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The tables below quantify the amounts that would be payable to our named executive officers in the event of a change in control or in the event of termination of employment in connection with a change in control.

  99. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 2024 PROXY STATEMENT | 67 |

  100. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Qualifying Termination Within Two Years After a Change in Control Our named executive officers would have been entitled to the following estimated payments and benefits if a change in control occurred on December 31, 2023 and the executive’s employment was terminated without “cause” or the executive terminated his or her employment for “good reason” immediately following such change in control.

  101. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EXECUTIVE | CASH ($)(1) | RESTRICTED SHARE UNITS ($)(2) | WELFARE BENEFITS ($) | OUTPLACEMENT AND FINANCIAL COUNSELING ($) | TOTAL ($) | | Stephen McMillan | 3,755,000 | 30,557,856 | 48,060 | 18,000 | 34,378,916 | | Claire Bramley | 1,784,240 | 9,394,436 | 45,900 | 18,000 | 11,242,576 | | Hillary Ashton | 2,016,250 | 8,649,612 | 48,264 | 18,000 | 10,732,126 | | Todd Cione | 1,987,123 | 10,607,864 | 47,160 | 18,000 | 12,660,147 | | Margaret Treese | 1,590,400 | 5,464,954 | 48,084 | 18,000 | 7,121,438 |

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)The cash amounts reported in this column reflect cash severance benefits under the CIC Plan, but do not reflect any pro-rata annual cash incentive payments for 2023. This is because we are required to assume a termination date of December 31, 2023. Each named executive officer employed on that date would have already earned a annual cash incentive for 2023 regardless of whether he or she terminated employment. Please refer to the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the amount of the 2023 annual cash incentive paid to each executive. (2)Equity valuations are based on the following assumptions: (i) a closing price of our stock on December 31, 2023 of $43.51; (ii) the awards are assumed in the corporate transaction and vest immediately prior to the change in control (at the “target” level, in the case of performance-based RSUs with ongoing performance periods as of December 31, 2023); and (iii) each named executive officer’s employment is terminated without “cause” or by the executive for “good reason” immediately after the corporate transaction. Change in Control and Equity Awards are not Assumed by Surviving Entity Our named executive officers would have been entitled to the following estimated payments and benefits in the event that a “change in control” occurred on December 31, 2023, and the named executive officer’s equity awards were not assumed by the surviving entity. If the awards were assumed by the surviving entity, then the awards would not vest on a change in control but would vest on a qualifying termination within two years after the change in control as illustrated in the table immediately above.

  103. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | NAME | RESTRICTED SHARE UNITS ($)(1) | TOTAL ($) | | Stephen McMillan | 30,557,856 | 30,557,856 | | Claire Bramley | 9,394,436 | 9,394,436 | | Todd Cione | 8,649,612 | 8,649,612 | | Hillary Ashton | 10,607,864 | 10,607,864 | | Margaret Treese | 5,464,954 | 5,464,954 |

  104. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Equity valuations are based on the following assumptions: (i) a closing price of our stock on December 31, 2023 of $43.51; and (ii) the awards are not assumed in the corporate transaction, vest immediately prior to the change in control (at the “target” level, in the case of performance-based RSUs with ongoing performance periods as of December 31, 2023) and are cashed out.

  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 68 | |

  106. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE We are providing the following information regarding the relationship of the annual total compensation of our CEO and that of our “median employee,” as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with the pay ratio disclosure rules. For our 2023 fiscal year: •The estimated median of the annual total compensation of all of our employees, excluding the CEO, was $86,366; •The annual total compensation of Mr. McMillan, who was serving as our CEO on December 31, 2023, was $14,732,749, as reported in the Summary Compensation Table of this proxy statement; and •The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was estimated to be 171 to 1. We have elected to identify our median employee every three years unless there is a significant change in employee population or employee compensation arrangements. In light of a reduction-in-force that was implemented in 2023, we decided that it would be appropriate to re-determine our median employee for the year, resulting in a new median employee. In determining the pay ratio information provided above, we identified our new median employee for 2023 by using the following methodology, as permitted by the SEC’s pay ratio disclosure rules: •December 31, 2023 was selected as the date upon which we would identify our employee population and median employee, and, from our tax and payroll records, we compiled a list of all full-time, part-time, temporary and seasonal employees who were employed on that date, including employees working both within and outside of the United States. •Total cash compensation during the 2023 fiscal year was used as a consistently applied compensation measure to identify our median employee from the employees on the list. For this purpose, we define total cash compensation as the sum of base wages and annual incentives payable in cash during the year. We did not annualize the total cash compensation of any permanent employees who were employed for less than the full year. For employees working outside of the United States, total cash compensation was converted to U.S. dollars using 2023 exchange rates. •Applying the methodology described above, we determined that our median employee was a Professional located in Australia. For fiscal year 2023, we calculated the annual total compensation of the median employee using the same methodology that we used to determine the annual total compensation of the CEO, as reported in the Summary Compensation Table of this proxy statement. It should be noted that the SEC’s pay ratio disclosure rules provide reporting companies with a great deal of flexibility in determining the methodology used to identify the median employee and the pay ratio. As such, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry.

  107. CEO PAY RATIO DISCLOSURE

    | 2024 PROXY STATEMENT | 69 |

  108. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The information provided below is mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, which require that we, among other things, report the amount of “compensation actually paid” to our named executive officers for the last three fiscal years and compare those amounts to certain mandated performance metrics. The “compensation actually paid” to our named executive officers is calculated in accordance with applicable SEC rules and does not reflect the actual amount of compensation earned by or paid to our named executive officers during each covered fiscal year. Teradata is committed to rewarding talent that drives our organizational success. In 2023, we continued to emphasize a culture of high performance, and our talent and rewards strategies centered on incentive programs that provided rewards based on meaningful demonstrations of business achievements and individual performance contributions to the Company. The Compensation and People Committee has designed the compensation program for our named executive officers to reflect the importance placed on Company and business achievement. To that end, our core compensation program is closely aligned with Company performance and consists of base salary, an annual cash incentive, and long-term equity incentives based on both performance and service over a 3-year period. Please refer to the Compensation Discussion and Analysis section of this proxy statement for details regarding how the Compensation and People Committee links the compensation paid to our named executive officers to our corporate performance.

  109. PAY VERSUS PERFORMANCE

    | Year | Summary Compen- sation Table Total for PEO (Stephen McMillan) ($) | Summary Compen- sation Table Total for PEO (Victor Lund) ($) | Compen- sation Actually Paid to PEO(1) (Stephen McMillan) ($) | Compen- sation Actually Paid to PEO (Victor Lund) ($) | Average Summary Compen- sation Table Total for Non-PEO NEOs ($) | Average compen- sation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions)(6) ($) | Company- Selected Measure (Total Public Cloud ARR in millions)(7) ($) | | | | | | | | | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(5) ($) | | | | 2023 | 14,732,749 | n/a | 19,889,549 | n/a | 4,331,385 | 5,759,776 | 162.50 | 210.90 | 62 | 528 | | 2022 | 15,035,353 | n/a | 10,958,172 | n/a | 4,123,973 | 2,642,464 | 125.74 | 134.82 | 33 | 357 | | 2021 | 11,570,638 | n/a | 19,339,239 | n/a | 6,081,512 | 8,485,757 | 158.65 | 172.92 | 147 | 202 | | 2020 | 14,329,531 | 1,064,957 | 15,652,678 | (400,670) | 4,516,638 | 3,241,121 | 83.94 | 142.21 | 129 | 106 |

  110. PAY VERSUS PERFORMANCE

    (1)Compensation actually paid (“CAP”) was calculated by beginning with the total amount reported in the Summary Compensation Table (the “SCT”) for the applicable year, (i) subtracting the grant date fair value of stock awards reported in the Stock Award column of the SCT (“Stock Awards”), and (ii) adding the change in fair value of stock awards for the applicable year. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. Following is a reconciliation of the SCT total and the CAP for 2023 for Mr. McMillan, who has been our CEO since June 8, 2020.

  111. PAY VERSUS PERFORMANCE

    | CEO: Stephen McMillan | | | | | | Year | SCT Total ($) | Subtract Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT ($) | Add Change in Fair Value of Stock Awards ($) | CAP ($) | | 2023 | 14,732,749 | (12,789,835) | 17,946,635 | 19,889,549 |

  112. PAY VERSUS PERFORMANCE

    | 70 | |

  113. PAY VERSUS PERFORMANCE

    Following is a table that reflects the change in fair value of stock awards for Mr. McMillan for 2023.

  114. PAY VERSUS PERFORMANCE

    | CEO: Change in Fair Value of Stock Awards (S. McMillan) | | | | | | | | | Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the end of the Covered Fiscal Year ($) | Year-over- Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the end of the Covered Fiscal Year ($) | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years that Vested in Covered Fiscal Year ($) | Fair Value of Stock Award Granted in Covered Fiscal Year that Vested in Covered Fiscal Year ($) | Adjustments for Stock Awards that Failed to Meet Performance Conditions ($) | Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value ($) | Total Change in Fair Value on Stock Awards Included in CAP(3) ($) | | 2023 | 13,856,717 | 1,233,688 | 2,856,230 | — | — | — | 17,946,635 |

  115. PAY VERSUS PERFORMANCE

    (2)CAP for the other named executive officers was calculated in the same manner as described above for the CEO, except the amounts were averaged for each year. Following is a reconciliation of the average SCT total and the average CAP for the named executive officers, other than the CEO, for 2023. The non-CEO named executive officers included in the average for each year are as follows: a)2022 and 2023: Claire Bramley, Hillary Ashton, Todd Cione, and Margaret Treese b)2021: Claire Bramley, Mark Culhane (former CFO), Hillary Ashton, Todd Cione, and Kathleen Cullen-Cote c)2020: Mark Culhane (former CFO), Dan Harrington (former CSO), Hillary Ashton, Kathleen Cullen-Cote, and Scott Brown (former CRO)

  116. PAY VERSUS PERFORMANCE

    | Other Named Executive Officers | | | | | | Year | SCT Total ($) | Subtract Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT ($) | Add Change in Fair Value of Stock Awards ($) | CAP ($) | | 2023 | 4,331,385 | (3,350,940) | 4,779,331 | 5,759,776 |

  117. PAY VERSUS PERFORMANCE

    Following is a table that reflects the average change in fair value of stock awards for the other named executive officers for 2023.

  118. PAY VERSUS PERFORMANCE

    | Other Named Executive Officers: Average Change in Fair Value of Stock Awards | | | | | | | | | Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the end of the Covered Fiscal Year ($) | Year-over- Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the end of the Covered Fiscal Year ($) | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years that Vested in Covered Fiscal Year ($) | Fair Value of Stock Award Granted in Covered Fiscal Year that Vested in Covered Fiscal Year ($) | Adjustments for Stock Awards that Failed to Meet Performance Conditions ($) | Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value ($) | Total Change in Fair Value on Stock Awards Included in CAP(3) ($) | | 2023 | 3,630,463 | 542,061 | 606,807 | — | — | — | 4,779,331 |

  119. PAY VERSUS PERFORMANCE

    (3)The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable, and the probable level of achievement of the performance goals as of the end of each year. (4)Teradata shareholder return (“TSR”) represents the cumulative investment return of an initial fixed $100 investment in our common stock on December 31, 2019, assuming reinvestment of all dividends. Teradata TSR reflected in the table above may not be indicative of future performance.

  120. PAY VERSUS PERFORMANCE

    | 2024 PROXY STATEMENT | 71 |

  121. PAY VERSUS PERFORMANCE

    (5)Peer group TSR represents the cumulative investment return of an initial fixed $100 investment in the S&P Information Technology Index on December 31, 2019, assuming reinvestment of all dividends. (6)Reflects net income, as reported in our Form 10-K for the applicable year. (7)Following is a list of the most important financial measures used by Teradata to link CAP to performance for the most recently completed fiscal year: a)Public Cloud ARR b)Total ARR Growth c)Non-GAAP Operating Margin d)Free Cash Flow Of the goals listed above, we consider Public Cloud ARR to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to company performance and therefore include it as the Company-Selected Measure in the table above. 1.TSR: Teradata vs. Peer Group

  122. PAY VERSUS PERFORMANCE

    | 72 | |

  123. PAY VERSUS PERFORMANCE

    2.CAP versus TSR 3.CAP versus Net Income

  124. PAY VERSUS PERFORMANCE

    | 2024 PROXY STATEMENT | 73 |

  125. PAY VERSUS PERFORMANCE

    4.CAP versus Company-Selected Measure (CSM)

  126. PAY VERSUS PERFORMANCE

    | 74 | |