UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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Teradata Corporation

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MESSAGE TO SHAREHOLDERS

March 18, 2021

Dear Fellow Shareholder:

I am pleased to invite you to attend Teradata Corporation’s 2021 Annual Meeting of Stockholders on May 4, 2021 at 8:00 a.m. Pacific Time. The meeting will be held virtually via a live webcast and can be accessed by following the instructions provided in this proxy statement. We believe that the virtual format is prudent for the health and safety of our shareholders, directors and employees during the COVID-19 pandemic. This proxy statement, which includes a notice of the 2021 annual meeting, tells you more about the agenda and procedures for the meeting, including how shareholders can participate. It also describes how our Board of Directors operates and gives information about director candidates and general compensation, corporate governance, and other matters.

I am proud of the resilience demonstrated by our employees in the face of the challenges of 2020. In the backdrop of the global pandemic, we rose to the occasion and advanced our cloud-first strategy. Despite the impact to our business globally due to COVID-19, our results for 2020 exceeded our expectations on key financial metrics, including annual recurring revenue (“ARR”) growth, while more than doubling our public cloud ARR (as defined on page 2 of this proxy statement).    

We were able to accomplish these results while placing the safety and well-being of our employees first. In response to the pandemic, we established a pandemic response team to develop and execute plans to continue to operate globally with safety-first considerations and transitioning the majority of our employees to a work from home model while implementing additional safety measures for employees continuing critical on-site work. We have also been providing virtual sales and marketing support to our customers, including through our pandemic response customer outreach program, as well as working virtually with our partners and suppliers.

During 2020, we also experienced a transition in leadership at Teradata. Following a thorough search, in June 2020, Stephen McMillan became our new President and Chief Executive Officer. I firmly believe that Mr. McMillan is the right leader to guide Teradata through the next phase of our cloud transformation.

Included among our other accomplishments in 2020 were the following:

• We made key advancements in Teradata Vantage^™, our leading multi-cloud data warehouse platform, including the availability of Vantage on the top public cloud providers (Amazon Web Services, Google Cloud, and Microsoft Azure) and expanding our cloud-based capabilities;

• We were recognized as a leader in Cloud Database Management by Gartner, Inc.;

• For the 12^th year in a row, we were included on the Ethisphere Institute’s list of the World’s Most Ethical Companies;

• For the 11^th consecutive year, we were named to the Dow Jones Sustainability North American Index for Software and Services, and we were also named to the Dow Jones Sustainability World Index; and

• We advanced our commitment to diversity, equity, and inclusion through several initiatives, including an anti-racism pledge signed by our executive leadership team and the launch of our Culture Learning Lab, Inclusive Leadership Learning Lab, and Diversity Dialogues programs; and we scored 90 out of 100 in the Human Rights Campaign 2021 Corporate Equality Index.

As always, we greatly value the input we receive from our investors on our business and strategy. Shareholder engagement remains a priority for Teradata, and we are in frequent communication with our largest investors on key matters, including our strategic direction, executive compensation, and environmental, social and governance (“ESG”) activities and practices. Our executive compensation program continues to reflect the feedback provided through our shareholder outreach efforts. Our goal is to continue to connect pay and performance and enhance the alignment of our executive compensation program with your long-term interests. We are also focused on advancing our ESG efforts, which is informed by input from our shareholders.

Our Board of Directors, consisting of a diverse set of highly accomplished and experienced leaders, is committed to engaged oversight of Teradata’s business and acting in the best interests of our shareholders and other key stakeholders. We encourage you to review the qualifications, skills and experience that each of our directors contributes to our Board of Directors as described beginning on page 6 of this proxy statement.

Mr. McMillan and I look forward to your participation at the annual meeting. In addition, we encourage and welcome shareholder feedback on any topic related to the Company. Communications can be addressed to directors in care of the Chief Legal Officer and Corporate Secretary, Margaret A. Treese, at 17095 Via Del Campo, San Diego, California 92127 or by email to investor.relations@teradata.com.

Every vote is important. Whether or not you plan to attend the annual meeting, I urge you to authorize your proxy as soon as possible so that your shares may be represented at the meeting.

Thank you for your continued support of Teradata.

Sincerely,

Michael P. Gianoni

Chairman of the Board

NOTICE OF VIRTUAL ANNUAL MEETING

OF STOCKHOLDERS

TIME 8:00 a.m. Pacific Time	DATE Tuesday, May 4, 2021	PLACE Virtual www.virtualshareholdermeeting.com/TDC2021

Purpose

• Elect (i) Ms. Bacus and Messrs. Chou and Schwarz to serve as Class II directors for three-year terms expiring at the 2024 annual meeting of stockholders and to hold office until their respective successors are duly elected and qualified, and (ii) Mr. McMillan to serve as a Class I director for a two-year term expiring at the 2023 annual meeting of stockholders and to hold office until his successor is duly elected and qualified;

• Consider an advisory (non-binding) vote to approve executive compensation (a “say-on-pay” vote);

• Consider and vote upon the approval of the amended and restated Teradata 2012 Stock Incentive Plan;

• Consider and vote upon the approval of the amended and restated Teradata Employee Stock Purchase Plan;

• Consider and vote upon the ratification of the appointment of our independent registered public accounting firm for 2021; and

• Transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting by or at the direction of the Board of Directors.

Other Important Information

• We will hold a virtual annual meeting. Shareholders will be able to listen, vote and submit questions from their home or from any remote location that has internet connectivity. There will be no physical location for shareholders to attend. Shareholders may participate online by logging in at www.virtualshareholdermeeting.com/TDC2021. We believe that this format is appropriate for the health and safety of our shareholders, employees, and directors and will facilitate shareholder attendance and participation. Please refer to page 94 of this proxy statement under “Other General Information” for more information about attending the virtual meeting.

• Record holders of Teradata common stock at the close of business on March 5, 2021, may vote at the meeting.

• Your shares cannot be voted unless they are represented by proxy or in person by the record holder at the meeting. Even if you plan to attend the meeting, please submit a proxy to ensure that your shares are represented at the meeting.

Internet Availability

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders to be held on May 4, 2021: This notice of the 2021 annual meeting of stockholders and proxy statement, our 2020 annual report, and form of proxy and voting instruction card are available at www.proxyvote.com.

By order of the Board of Directors,

Margaret A. Treese

Chief Legal Officer and Secretary

March 18, 2021

TABLE OF CONTENTS

Proxy Summary	1
Election of Directors (Item 1 on Proxy Card)	6
Our Corporate Governance	13
Committees of the Board	20
Related Person Transactions	24
Environmental, Social and Governance (ESG)	25
Stock Ownership	30
Director Compensation	32
Board Compensation and Human Resource Committee Report on Executive Compensation	34
Compensation Discussion and Analysis	35
Section 1: Executive Summary	35
Section 2: Compensation Philosophy and Governance	43
Section 3: Core Compensation Program	44
Section 4: Compensation Consultant and Peer Group	51
Section 5: Severance, Change in Control and Other Benefits	53
Section 6: Other Compensation Policies and Practices	55
Compensation Tables	56
Potential Payments Upon Termination or Change in Control	62
CEO Pay Ratio Disclosure	69
Advisory (non-binding) Vote on Executive Compensation (Item 2 on Proxy Card)	70
Vote on Approval of the Teradata 2012 Stock Incentive Plan as Amended and Restated (Item 3 on Proxy Card)	71
Vote on Approval of the Teradata Employee Stock Purchase Plan as Amended and Restated (Item 4 on Proxy Card)	82
Directors’ Proposal to Ratify the Appointment of Independent Registered Public Accounting Firm for 2021 (Item 5 on Proxy Card)	85
Board Audit Committee Report	86
Fees Paid to Independent Registered Public Accounting Firm	87
Other Matters	88
Householding of Proxy Materials	88
Additional Information	89
Other General Information	91
Appendix A	A-1
Appendix B	B-1

i    

PROXY SUMMARY

This summary highlights information contained elsewhere in the proxy statement that is being provided to you by Teradata Corporation (“Teradata,” the “Company,” “we,” or “us”) in connection with its 2021 annual meeting of stockholders. This summary is not a complete description, and you should read the entire proxy statement carefully before voting.

This proxy statement contains important information about the 2021 annual meeting of stockholders, as well as information regarding the voting process, director elections, our corporate governance programs, executive and director compensation, and other environmental, social and governance (“ESG”) matters, among other things. We are furnishing this proxy statement together with our 2020 annual report and form of proxy and voting instruction card (“proxy card”). Proxy materials for the 2021 annual meeting of stockholders are being made available in printed form on or about March 24, 2021, and they will be available online on or about March 22, 2021. On behalf of the Teradata Board of Directors, we are requesting your proxy for the 2021 annual meeting of stockholders and any adjournments or postponements that follow.

Voting Methods – Your Vote is Important!

Even if you plan to attend the 2021 annual meeting of stockholders in person, we urge you to vote in advance of the meeting using one of these advance voting methods.

By Internet: www.proxyvote.com	By Phone: 1-800-690-6903	By Mail: 51 Mercedes Way Edgewood, NY 11717

2021 Virtual Annual Meeting Information

Date and Time:	May 4, 2021 at 8:00 a.m. (Pacific Time)
Format:	We will hold a virtual annual meeting. Stockholders will be able to listen, vote and submit questions from their home or from any remote location that has internet connectivity. We believe that this format is appropriate for the health and safety of our stockholders, employees, and directors and will facilitate stockholder attendance and participation.
Record Date:	All common stockholders of record as of March 5, 2021 may vote. Each outstanding share of common stock is entitled to one vote on each matter to be voted upon at the annual meeting.
Admission:	Attend the annual meeting online, including to vote and/or submit questions, at www.virtualshareholdermeeting.com/TDC2021. You will need to use your 16-digit Control Number provided in the Notice, proxy card or instructions that accompanied your proxy materials, to log in to this website and access the live audio webcast of the meeting. If you are a beneficial owner (and thus hold your shares in an account at a bank, broker, or other holder of record), you will need to contact the bank, broker, or other holder of record to obtain your control number prior to the meeting. Please refer to page 94 of this proxy statement under “Other General Information” for more information about attending the annual meeting.
Logistics:	We encourage you to access the annual meeting prior to the start time. Please allow ample time for online check-in, which will begin at 7:45 a.m. Pacific Time. We will offer live technical support during the meeting. If you encounter any technical difficulties accessing the meeting, please call 844-986-0822 (US) or 303-562-9302 (International).
Voting During Meeting:	Stockholders should follow the instructions to vote during the annual meeting at www.virtualshareholdermeeting.com/TDC2021. Shares held in your name as the shareholder of record may be voted electronically during the annual meeting. Shares for which you are the beneficial owner also may be voted during the annual meeting. However, even if you plan to attend the annual meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the annual meeting.
Asking Questions:	We encourage questions. Stockholders may submit a question online during the meeting at www.virtualshareholdermeeting.com/TDC2021. We will answer as many questions as time permits at the meeting.
Post Meeting:	Following the meeting, we will post to the Investor Relations section of our website (www.teradata.com) a replay of the Annual Meeting (including the question and answer session). We will include the results of the votes taken at the meeting, in a quarterly report on Form 10-Q or a current report on Form 8-K that we expect to file with the SEC within four business days after the date of the annual meeting or any adjournment or postponement thereof, which will also be posted to the Investor Relations section of our website. You may also find information on how to obtain a transcript of the meeting by writing to our Corporate Secretary at Teradata Corporation, 17095 Via Del Campo, San Diego, CA 92127.

 1

Meeting Agenda

MATTER		BOARD VOTE RECOMMENDATION	PAGE REFERENCE (FOR MORE DETAIL)
Proposal 1	Consider and vote upon the election of (i) Ms. Bacus and Messrs. Chou and Schwarz to serve as Class II directors for three-year terms expiring at the 2024 annual meeting of stockholders and to hold office until their respective successors are duly elected and qualified and (ii) Mr. McMillan to serve as a Class I director for a two-year term expiring at the 2023 annual meeting of stockholders and to hold office until his successor is duly elected and qualified	FOR each nominee	6
Proposal 2	Consider an advisory (non-binding) vote to approve executive compensation (a “say-on-pay” vote)	FOR	70
Proposal 3	Consider and vote upon the approval of the amended and restated Teradata 2012 Stock Incentive Plan	FOR	71
Proposal 4	Consider and vote upon the approval of the amended and restated Teradata Employee Stock Purchase Plan	FOR	82
Proposal 5	Consider and vote upon the ratification of the appointment of our independent registered public accounting firm for 2021	FOR	85

2020 Financial Highlights vs. Prior Year

11%   ANNUAL RECURRING REVENUE (“ARR”)
GROWTH⁽¹⁾ 165%   PUBLIC CLOUD ARR GROWTH⁽²⁾ 7%   TOTAL RECURRING REVENUE
GROWTH 79%   RECURRING REVENUE AS A % OF TOTAL REVENUE

⁽¹⁾ Annual recurring revenue (“ARR”) is defined as the annual value at a point in time of all recurring contracts, including subscription, software upgrade rights, maintenance and managed services.

⁽²⁾ “Public cloud ARR” is defined as the annual value at a point in time of all contracts related to public cloud implementations of Teradata Vantage and does not include ARR related to private or managed cloud implementations.

Board of Directors

NAME	CLASS	AGE	POSITION
Daniel R. Fishback	I	59	Director
David E. Kepler1	I	68	Director
Kimberly K. Nelson	I	53	Director
Lisa R. Bacus*	II	57	Director
Timothy C.K. Chou*	II	66	Director
James M. Ringler2	II	75	Director
John G. Schwarz*	II	70	Director
Michael P. Gianoni	III	60	Chairman
Stephen McMillan*3	III	50	President and Chief Executive Officer and Director
Cary T. Fu	III	72	Director
Joanne B. Olsen	III	62	Director

* Nominees for election

¹ Retiring at the time of the 2021 annual meeting.

² Retiring at end of current term, which expires at the 2021 annual meeting, at which time the number of Class II directors will be reduced from four to three

³ Appointed President and Chief Executive Officer as of June 8, 2020. Re-assigned from Class III to Class I, effective as of 2021 annual meeting, in connection with re-balancing of Board classes in light of retirements of Messrs. Kepler and Ringler, whereby the number of Class III directors will be reduced from four to three.

2     2021 PROXY STATEMENT

Governance Highlights

Teradata has adopted many governance practices that establish strong independent leadership in our boardroom and provide our stockholders with meaningful rights, including:

INDEPENDENT BOARD •  10 of 11 independent directors •  All audit, compensation and governance committee members independent •  Independent non-executive Chairman	DIVERSE AND QUALIFIED BOARD AND MANAGEMENT •  Extensive executive experience at global, public companies •  Knowledge of software and technology industries, including cloud-based technologies
SEPARATE CEO AND CHAIR ROLES	BOARD REFRESHMENT AND SUCESSION PLANNING •  4 new independent directors in the past 4 years •  Ongoing succession planning
REGULAR EXECUTIVE SESSIONS of independent directors at board and committee meetings	INDEPENDENT COMPENSATION CONSULTANT engaged to advise on compensation of our executives and directors
ACTIVE BOARD OVERSIGHT •  Strategy •  Risk and operational plans, including ESG matters	ROBUST STOCK OWNERSHIP GUIDELINES for directors and executive officers
ANTI-HEDGING/PLEDGING AND CLAWBACK POLICIES prohibitions on hedging and pledging stock compensation clawback and anti-harmful activity policies	ONGOING SHAREHOLDER ENGAGEMENT results in impactful changes to executive compensation and corporate governance programs and informs on ESG initiatives

 3

Post-2021 Annual Meeting: After the retirements of Mr. Ringler and Mr. Kepler that will be effective at the time of the 2021 Annual Stockholders’ Meeting, the size of the board will be reduced to nine members. The charts below depict board statistics following such retirements (assuming re-election of all director nominees at the meeting).

4     2021 PROXY STATEMENT

Environmental, Social and Governance (ESG) Highlights

Covid-19 Response

•  Pandemic Response Team formed to ensure business continuity with safety-first considerations •  Transitioned vast majority of employees to work from home model during pandemic •  Enhanced safety protocols for critical on-site work •  Supported virtual sales and marketing of customers and pandemic response customer outreach •  Collaborated virtually with partners and suppliers •  Supported production and delivery of life-saving COVID-19 vaccines

	Diversity, Equity, and Inclusion
	•  Executive team pledged commitment to diversity, equity, and inclusion •  Formed Diversity, Equity, and Inclusion Advisory Board •  Sponsored Diversity in Technology Scholarship for underrepresented students •  Launched Culture Learning Lab, Inclusion Leadership Learning Lab, and Diversity Dialogues programs •  Scored 90 out of 100 in Human Rights Campaign 2021 Corporate Equality Index

	Doing Good With DataTM
	•  Employees conducted a Global COVID-19 Hackathon •  Created a COVID-19 Resiliency Dashboard •  Partnered with DataKind to match data scientists with social agencies, civil groups, and nongovernmental agencies
	•  Teradata Cares volunteer program •  Annual Days of Caring •  Charitable giving matching program •  Additional giving committed for social injustice causes in 2020

Sustainability

•  Commitment to environmental sustainability in our products, supply chain, and facilities •  Greenhouse Gas (GHG) management program goal of 10% energy intensive reduction in GHG with a base year of 2018 and a goal year of 2022 •  Launched Future of Work initiative to reduce our real estate footprint and provide a more flexible and hybrid work environment to employees •  Adopted policy promoting use of small businesses, minority, women, veteran, and LGBTQ+ owned business enterprises as sources of supply •  Annual publication of report on corporate responsibility, sustainability and other ESG-related matters

	Recognition and Ratings
	•  Named a World’s Most Ethical Company by The Ethisphere Institute in 2021 for 12th straight year •  Named to Dow Jones Sustainability North American Index for Software and Services for 11th straight year; also named to Dow Jones Sustainability World Index •  Received high ISS Quality Score (as of March 1, 2021):
	•  Governance: 2 •  Environmental: 1 •  Social: 2
	•  Attained MSCI ESG GovernanceMetrics rating of AAA (top performer) (as of March 1, 2021) •  Received Sustainalytics “Low” ESG risk rating (as of March 1, 2021)

 5

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 2021 annual meeting, the terms for the directors in Classes I, II and III of the Board of Directors expire in 2023, 2021 and 2022, respectively.

Ms. Bacus and Messrs. Chou, Ringler, and Schwarz currently are Class II directors whose terms are expiring at the 2021 annual meeting. In November 2020, (i) Mr. Ringler informed the Board of Directors that he will be retiring at the end of his current term and will not stand for re-election at the 2021 annual meeting, and (ii) Mr. Kepler informed the Board of Directors that he will be retiring at the time of the 2021 annual meeting. The board has extended its sincerest gratitude to each of Mr. Ringler and Mr. Kepler for their many years of distinguished service to the Company and decided not to nominate a replacement director for Mr. Ringler or Mr. Kepler at this time. In light of these retirements, and in order to balance the board Classes, effective as of the 2021 annual meeting, the board (i) reduced the number of Class I directors from four to three, (ii) reduced the number of Class III directors from four to three, and (iii) re-assigned Mr. McMillan from Class III to Class I and nominated him to stand for re-election at the 2021 annual meeting for a two-year term expiring at the 2023 annual meeting of stockholders. As a result of the foregoing changes, as of the 2021 annual meeting, the size of the Board of Directors will be reduced from eleven members to nine members, and each Class will consist of three members.

For the reasons described below, each of the Class II directors (except Mr. Ringler due to his pending retirement) has been nominated by the board for re-election through the 2024 annual meeting of stockholders and until their respective successors are elected and qualified, and Mr. McMillan, as a Class I director, has been nominated by the board for re-election through the 2023 annual meeting of stockholders and until his successor is 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 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.

  The Board of Directors recommends that you vote FOR the election of each of the Class II nominees as a director and Mr. McMillan as a Class I director.

Election of each nominee requires the affirmative vote of a majority of the voting power present (in person or by proxy) at the meeting and entitled to vote on such election. If a nominee does not receive a majority vote, he or she is required to tender his or her 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 will have the same effect as votes against the matter and shares that are the subject of a broker “non-vote” will be deemed absent and will have no effect on the outcome of the vote.

Director Qualifications

Our Board of Directors currently consists of eleven members whom we believe are extremely well-qualified to serve on the board and represent our stockholders’ best interests. As described on page 18 of this proxy statement under the caption “Selection of Nominees for Directors,” the board and its Committee on Directors and Governance (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 diverse perspectives to the board,

• 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.

6     2021 PROXY STATEMENT

Election of Directors

Key Qualifications and Attributes

We believe that each of the director nominees and other directors bring these qualifications to our Board of Directors. Moreover, they provide our board with a diverse complement of specific business skills, experience and perspectives, including: extensive financial and accounting expertise, 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, and extensive operational and strategic planning experience. In addition, the board believes that each of the director nominees and other directors has 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 describes 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 and information included in the biographical summaries provided below for each director. 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.

2021 Director Nominees

Class II Nominees — Current Terms Expiring in 2021:

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 senior executive of large global companies •  Diverse perspectives given gender and Hispanic heritage

Biography:

Ms. Bacus, age 57, 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.

 7

Election of Directors

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 •  Diverse perspective given Chinese heritage and experience teaching a course on cloud computing in China

Biography:

Dr. Chou, age 66, 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 has been a director at Blackbaud since 2007 and joined our board in January 2017.

JOHN G. SCHWARZ	Founder and Chairman of the Board of Visier Inc.	Director since: 2010
Key Qualifications and Attributes: •  Extensive experience within the software and technology industries, including as the chief executive officer and director of global, analytics technology companies •  Operational and strategic planning experience leading a business organization that experienced high growth through both acquisitions and organic growth strategies •  Broad global experience and perspective

Biography:

Mr. Schwarz, age 70, is the 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 Avast PLC, and served 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.

8     2021 PROXY STATEMENT

Election of Directors

Class I Nominee (Current Class III — Term Expiring in 2022)*

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

Biography:

Mr. McMillan, age 50, 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.

* In connection with the rebalancing of the board classes, the Board of Directors reduced the number of Class III directors (terms expiring in 2022) from four to three, reassigned Mr. McMillan from Class III to Class I, and nominated him for re-election at the 2021 annual meeting for a two-year term expiring at the 2023 annual meeting of stockholders.

Class III — Current Terms Expiring in 2022:

CARY T. FU	Co-founder and retired Chairman and Chief Executive Officer of Benchmark Electronics, Inc.	Director since: 2008
Key Qualifications and Attributes: •  Experience as the chief executive officer and chairman of the board of a global, publicly-traded technology company •  Financial expertise and experience as a chief financial officer and certified public accountant •  Experience co-founding and leading a high-growth business organization •  Diverse perspectives given Taiwanese heritage and years of experience doing business in Asia

Biography:

Mr. Fu, age 72, is the co-founder of Benchmark Electronics, Inc. (“Benchmark”), a publicly-held electronics manufacturing services provider. He served as Chairman of the Board of Benchmark from 2009 until his retirement in December 2012 and was a director of Benchmark from 1990 to 2009. In 2011, Mr. Fu retired as Benchmark’s Chief Executive Officer, a position he had held since 2004. Prior to becoming Chief Executive Officer of Benchmark, he served as its President and Chief Operating Officer from 2001 to 2004, Executive Vice President from 1992 to 2001, and Executive Vice President, Financial Administration, from 1990 to 1992. He also serves on the board of directors of Littelfuse, Inc., a leading global manufacturer of circuit protection and power control technologies, and is a certified public accountant. He joined our board in July 2008.

 9

Election of Directors

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

Biography:

Mr. Gianoni, age 60, 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.

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 •  Diverse perspectives given gender and global management experience

Biography:

Ms. Olsen, age 62, 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 joined our board in June 2018.

10     2021 PROXY STATEMENT

Election of Directors

Class I — Current Terms Expiring in 2023:

DANIEL R. FISHBACK	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

Biography:

Mr. Fishback, age 59, has served as Co-Chief Executive Officer of UserZoom, a user behavior and analytics platform provider, since April 2018 and as Chairman of the Board of UserZoom since October 2015. 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 serves on the board of Qumu Corporation, a leading enterprise video cloud-based platform provider, 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.

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 chief financial officer •  Diverse perspectives given gender and technology company experience

Biography:

Ms. Nelson, age 53, 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 also serves as a director of Calyxt, Inc., a consumer-centric food- and agriculture-focused micro-cap public company. She joined our board in November 2019.

 11

Election of Directors

Directors Retiring as of 2021 Annual Meeting

DAVID E. KEPLER	Retired Executive Vice President, Chief Sustainability Officer and Chief Information Officer of The Dow Chemical Company	Director since: 2007
Key Qualifications and Attributes: •  Experience as the chief information officer of a complex, global company with additional responsibility for corporate sustainability initiatives, risk management and business services operations •  Financial expertise •  Recognized leader in the area of cybersecurity

Biography:

Mr. Kepler, age 68, served as the Executive Vice President, Chief Sustainability Officer and Chief Information Officer (“CIO”) of The Dow Chemical Company (“Dow”) from 2008 until his retirement in 2014. Mr. Kepler joined Dow in 1975 and was appointed the company’s Vice President and CIO in 1998 and Corporate Vice President in 2001. At Dow, Mr. Kepler assumed responsibility for Business Services in 2004, was appointed Senior Vice President in 2006, with added responsibilities for the company’s sustainability initiatives, and appointed Executive Vice President in 2008. He also serves on the board of directors of TD Bank Group and Autoliv, Inc., as a trustee of the University of California Berkeley, and as a board member of the Michigan Baseball Foundation. From 2008 to 2015, he was appointed to and served on the U.S. National Infrastructure Advisory Council that advised the President on the protection of critical infrastructure and homeland security issues. He joined our board in November 2007.

JAMES M. RINGLER	Former Chairman of Teradata Corporation	Director since: 2007
Key Qualifications and Attributes: •  Experience as the chief executive officer and chairman of the board of publicly-held, global companies •  Extensive experience on public company boards •  Excellent operational and leadership skills and business acumen

Biography:

Mr. Ringler, age 75, was Chairman of the Board of Teradata from September 2007 until January 2019. He previously served as Chairman of the Board of NCR Corporation, from 2005 to 2007, and served as NCR’s President and Interim Chief Executive Officer for approximately 6 months in 2005. He served as Vice Chairman of Illinois Tool Works Inc., a multi-billion dollar diversified manufacturer of highly engineered components and industrial systems, from 1999 until he retired in 2004. Prior to joining Illinois Tool Works, from 1997 to 1999, Mr. Ringler was Chairman of Premark International, Inc. He also served as Premark’s Chief Executive Officer from 1995 to 1999 when it merged with Illinois Tool Works. Mr. Ringler serves as a director of Autoliv, Inc., Veoneer, Inc., TechnipFMC plc, and John Bean Technologies Corporation. He previously served on the board of The Dow Chemical Company/DowDuPont, Inc., from 2001 until February 2019, and Ingredion Incorporated, from 2002 until 2014. He joined our board in September 2007.

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.

12     2021 PROXY STATEMENT

OUR CORPORATE GOVERNANCE

Overview

Our Board of Directors is elected by the stockholders to govern our business. The board selects the senior management team, who is charged with conducting our business, and acts as an advisor to senior management, monitors its performance, and approves its compensation. Our Board of Directors engages in active discussion and oversight of the Company’s business plans and strategy. It dedicates a meeting each year as well as time at other regular meetings to cover strategic planning and monitoring. As part of this process, the board considers how best to capture opportunities and balance risks with potential stockholder returns in light of many factors such as our competitive landscape, technology developments, organizational structure, and financial objectives, among other things. The board’s responsibilities also include planning for senior management succession, overseeing the integrity of our financial statements, and monitoring enterprise risks and compliance efforts.

To support these important duties, the board employs a strong framework of corporate governance practices, including those outlined below:

Independent Leadership and  Oversight	All directors, except the Company’s President and CEO, are independent   Separate CEO and board chair roles   Independent non-executive Chairman of the Board   Four new experienced independent directors added in the last four years, including two female and one ethnically diverse director, provides fresh perspectives   Average board tenure of continuing directors is 5.3 years   Executive sessions of independent directors scheduled at every regular board meeting   Limit on additional board service (no continuing director currently sits on more than two other public company boards)   Directors possess highly relevant experience and knowledge (5 of 9 continuing directors are current or former chief executive officers, 8 of 9 have software and/or technology industry experience, and 7 of 9 have experience in cloud-based technologies)
Executive Compensation Best Practices	Emphasis on performance-based and long-term equity incentives   2020 and 2021 long-term equity programs are 60% performance-based   Prohibitions on hedging and pledging Company stock by executive officers and directors   Clawback and harmful activity policies   Annual advisory vote on compensation   Annual incentive compensation is capped   Approved by a fully-independent board committee using an independent consultant
Shareholder Engagement & Alignment	Track record of proactive, ongoing stockholder dialogue   Significant Teradata stock ownership by officers and directors and strong stock ownership guidelines
Stockholder Rights	Majority vote standard for election of directors   No poison pill in place   Proxy access bylaw permits eligible stockholders to nominate candidates for election to the board

 13

Our Corporate Governance

Shareholder Outreach

Shareholder engagement is an important part of our business practices, and we greatly value the input we receive from our shareholders. Teradata Investor Relations and members of Teradata management are in frequent communication with shareholders on a variety of matters, including strategy, operations, corporate governance and other ESG practices, and executive compensation.

Teradata has engaged in a robust shareholder outreach effort for many years to better understand and address any concerns shareholders might have relating to the Company’s executive compensation program. This outreach continued through 2020 and early 2021, and in addition to compensation-related matters, a number of corporate governance matters as well as other ESG matters were discussed with our shareholders during the outreach process. As described below on page 41 of the Compensation Discussion and Analysis section of this proxy statement, this engagement has been very productive and informative. Accordingly, shareholders’ interests have been taken into consideration in establishing or maintaining a number of meaningful aspects to Teradata’s executive compensation program and corporate governance framework as well as advancing our thinking on other ESG matters. We have also enhanced our disclosures in this proxy statement based on input provided through our shareholder engagement process, particularly in the Compensation Discussion and Analysis and Environmental, Social and Governance (ESG) sections.

Corporate Governance Guidelines

To help discharge its responsibilities, the Board of Directors has adopted Corporate Governance Guidelines on significant corporate governance issues. These guidelines address, among other things, such matters as director independence, committee membership and structure, meetings and executive sessions, the annual self-assessments of the board and its committees, and director selection, retirement, and training. As reported in last year’s proxy statement, the guidelines were updated in February 2020, to implement our policy with respect to the separation of the roles of our Chairman and Chief Executive Officer. The board’s Corporate Governance Guidelines are found on our corporate governance website at www.teradata.com/governance-guidelines. The board’s independent directors have an opportunity to meet at each regularly scheduled meeting in executive session without management present. Our non-executive Chairman presides at the executive sessions.

Board Independence and Related Transactions

We believe that the Company benefits from having a strong and independent board. For a director to be considered independent, the board must determine that the director does not have any direct or indirect material relationship with the Company that would affect his or her exercise of independent judgment. The Board of Directors has established independence standards as part of its Corporate Governance Guidelines. In general, the board must determine whether a director is considered independent, taking into account the independence guidelines of the New York Stock Exchange (“NYSE”) and the factors listed immediately following this paragraph (which are included as Exhibit B, Director Independence Standards, to the board’s Corporate Governance Guidelines referenced above) in addition to those other factors it may deem relevant. No director may qualify as independent unless the board affirmatively determines (i) under the NYSE listing standards, that he or she has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us), and (ii) under our independence standards, that the director or director candidate does not have any direct or indirect material relationship with us. Our independence standards include the following minimum criteria:

1. A director will not be independent if:

• at any time during the last three years, he or she has been an employee of Teradata, or an immediate family member of the director has been an executive officer of Teradata;

• he or she has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from Teradata, other than certain limited circumstances, including: (a) compensation and other fees paid for service as a director; or (b) compensation received by an immediate family member for service as an employee of Teradata (other than as an executive officer);

• he or she has certain relationships with any firm that serves as Teradata’s internal or external auditor, including (a) the director is a current partner or employee of such firm; (b) the director has an immediate family member who is a current partner of such firm; (c) the director has an immediate family member who is a current employee of such firm and personally works on Teradata’s audit; or (d) the director or an immediate family member of the director was within the last three years a partner or employee of such a firm and personally worked on Teradata’s audit within that time;

14     2021 PROXY STATEMENT

Our Corporate Governance

• at any time within the past three years, the director or his or her immediate family member has been employed as an executive officer of another company where any of Teradata’s present executive officers at the same time serves or served on that company’s compensation committee; or

• he or she is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, Teradata for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues (in each case, as reported in the other company’s last completed fiscal year).

2. A director will not be independent if he or she is an employee, or any member of the director’s immediate family is an executive officer, of a company which is indebted to Teradata or to which Teradata is indebted, and the total amount of the indebtedness exceeds the greater of $1,000,000 or 2% of the consolidated annual gross revenues of either company.

3. A director will not be independent if he or she or any member of the director’s immediate family is an officer, director or trustee of a charitable or other tax-exempt organization, and donations by Teradata during any single fiscal year to the charitable or other tax-exempt organization within the last three years exceeds the greater of $1,000,000 or 2% of the organization’s consolidated annual gross revenues.

4. A relationship arising solely from a director’s interest in another company or similar entity that is party to a transaction with Teradata will not be considered to be a material relationship with Teradata that would impair the director’s independence if: (i) such interest arises only from: (a) the director’s position as a director, trustee or similar position of such other company or entity, and/or (b) the direct or indirect ownership by the director and the director’s immediate family members, in the aggregate, is less than 10% of the equity or similar ownership interest in such other company or entity; and (ii) the director is not involved in the negotiation of the terms of the transaction with Teradata and does not receive any special benefits as the result of the transaction.

The board’s independence standards also provide for additional criteria for members of the Audit and Compensation and Human Resource Committees as required under applicable NYSE rules.

Our Board of Directors has affirmatively determined that all of our non-employee directors and nominees, namely Mmes. Bacus, Nelson and Olsen and Messrs. Chou, Fishback, Fu, Gianoni, Kepler, Ringler, and Schwarz, meet the NYSE listing independence standards and our independence standards for the board and the committees on which they serve. There were no transactions, relationships or arrangements in fiscal year 2020 that required review by the board for purposes of determining director independence.

Board Leadership Structure

In February 2020, we amended our Corporate Governance Guidelines to adopt a policy providing that the positions of Chairman of the Board and CEO should be held by separate persons. Our Corporate Governance Guidelines do not require that our Chairman be independent. In the event the Chairman of the Board is not independent, the Board will designate a Lead Director who is an independent, non-employee Director. The board believes that this leadership structure, separating the positions of Chairman and CEO, best serves the interests of Teradata and its stockholders and demonstrates our commitment to strong corporate governance practices.

Concurrent with this policy change, Mr. Gianoni was appointed our non-executive Chairman of the Board, succeeding Victor Lund, who at the time was serving as our Interim President and CEO and as a director. Mr. McMillan, our President and CEO, is the only member of the board who is not independent. We believe that this leadership structure enhances the accountability of the CEO to the board, strengthens the board’s independence from management, and benefits independent risk oversight of the Company’s day-to-day risk management activities. In addition, separating these roles allows our CEO to focus his efforts on running our business, meeting with customers and investors, and managing the Company in the best interests of our stockholders, while we are able to benefit from the leadership experience of Mr. Gianoni.

Board Oversight of Risk

Management is responsible for the Company’s day-to-day risk management activities (including the identification, assessment, and mitigation of risks), and our board’s role is to engage in informed risk oversight. In fulfilling this oversight role, our Board of Directors focuses on understanding the nature of our enterprise risks, including our operations and strategic direction, as well as the adequacy of our risk management process and overall risk management system. The board’s committee structure and the collective knowledge and experience of its members promotes a broad perspective, open dialogue and useful insights regarding risk, thereby increasing the effectiveness of the board’s role in risk oversight.

 15

Our Corporate Governance

There are a number of ways our board performs this risk oversight function, including the following:

• at its regularly scheduled meetings, the board receives management updates on our business operations, financial results, and strategy and discusses risks related to the business;

• the Audit Committee assists the board in its oversight of risk management by overseeing the Company’s enterprise risk management process and discussing with management – particularly, the Chief Financial Officer; the Senior Vice President, Chief Information Officer; the Vice President, Enterprise Risk and Assurance Services; and the Chief Ethics, Compliance and Privacy Officer – the Company’s guidelines and policies regarding financial and enterprise risk management and risk appetite, including: (i) major risk exposures such as financial, cybersecurity, privacy and data protection, operational, and legal and regulatory, and the steps management has taken to monitor and control such exposures; and (ii) internal audit and ethics and compliance updates, as well as whistleblower updates, if any;

• the Audit Committee also receives quarterly reports from our Chief Security Officer assessing the status, adequacy and effectiveness of cybersecurity risks and twice per year, or more as needed, reviews and discusses the Chief Security Officer’s report on cybersecurity risks and the steps the security team has taken to monitor and control related exposures and reports to the board on these matters;

• the Compensation and Human Resource Committee (the “Compensation Committee”) annually receives reports and discusses with management risks relating to executive compensation, talent acquisition, retention and management, and corporate culture (including diversity, equity, and inclusion);

• the Committee on Directors and Governance assists the board with oversight of our corporate governance framework, board effectiveness, board composition and succession planning, and ESG activities; and

• through management updates and committee reports, the board monitors our risk management activities, including the enterprise risk management process, risks relating to our compensation programs, culture and talent management, and financial and operational risks being managed by the Company.

Compensation Risk Assessment

Based on an analysis conducted by management and reviewed by the Board of Directors, we do not believe that our compensation programs for employees are reasonably likely to have a material adverse effect on the Company.

Director Education

The Company encourages directors to participate in continuing education programs focused on the Company’s business and industry, committee roles and responsibilities and legal and ethical responsibilities of directors, and the Company reimburses directors for their expenses associated with this participation. We also encourage our directors to attend Teradata events such as our annual users’ conference (Teradata Universe) and our Analyst Investor Day events. Continuing director education is also provided during board meetings and other board discussions as part of the formal meetings and may include internally developed materials and presentations as well as programs presented by third parties. In addition, new directors participate in extensive orientation sessions that are focused on corporate governance and the Company’s strategy and business.

16     2021 PROXY STATEMENT

Our Corporate Governance

Executive Management Succession Planning

In consultation with its Compensation and Human Resource Committee and CEO, the Board of Directors regularly reviews short- and long-term succession plans for all senior management positions and, in particular, our CEO.

The criteria used when assessing the qualifications of potential CEO successors include, among others:

As more fully discussed under the heading “CEO Transition and New Executive Leadership” on page 37 of the Compensation Discussion and Analysis section of this proxy statement, effective June 8, 2020, Mr. McMillan was appointed President and CEO, replacing Mr. Lund, our former Interim President and CEO.

Code of Ethics

We have a Code of Conduct that sets the standard for ethics and compliance for all of our employees, including our officers, directors, chief accounting officer, and corporate controller. Our Code of Conduct is available on our corporate governance website at www.teradata.com/code-of-conduct. Among the core principles that guide our employees is accountability to each other, which means that we trust and collaborate with each other, inviting transparency and challenge; we debate, decide, commit and follow through with velocity; and we are inclusive and generous in helping each other.

Policy Regarding Hedging and Pledging of Teradata Securities

Pursuant to the Teradata Insider Trading Policy, Teradata associates (including employees, officers, and members of the Teradata Board of Directors) may not trade in derivative securities of Teradata or engage in hedging transactions involving Teradata securities. For purposes of this policy, “derivative securities” include publicly traded options, short sales, puts, calls, covered calls, straddles, strips, or similar derivative securities whether or not issued directly by the Company or by any stock exchange, and “hedging transactions” include pre-paid variable forwards, equity swaps, collars and exchange funds designed to hedge or offset any decrease in the market value of Teradata securities held by the Company’s employees, officers and directors.

In addition, under the Insider Trading Policy, directors and executive officers are prohibited from pledging Teradata securities as collateral for loans (including depositing such securities in margin accounts). While all other Teradata employees are not prohibited from pledging Teradata securities as collateral for loans, such employees are advised to exercise caution in holding Teradata securities in a margin account or pledging Teradata securities as collateral for a loan.

 17

Our Corporate Governance

Political Activities

For many years, Teradata has had a Political Activities Policy Statement in place, which reinforces and declares our commitment to responsible corporate citizenship while also complying with applicable laws and related regulations regarding the use of corporate resources in connection with political activities.

We generally encourage our employees to feel free to participate in permitted political activities where they live and work, provided such activities occur solely in an individual and private capacity and not on behalf of the Company. In furtherance of these principles, the Political Activities Policy Statement provides that the Company and its affiliates will not make political contributions, or use any corporate funds or assets, for any candidates or political parties, including campaign committees and funds, caucuses, independent expenditure committees, or special interest groups engaged in lobbying activities. It further provides that employees who engage in partisan political activities, including the election process, must do so solely on their own behalf and not on the Company’s behalf or using Teradata resources.

Meetings and Meeting Attendance

The board and its committees met throughout the year on a set schedule, held special meetings, and acted by written consent from time to time as appropriate. At each of its regular meetings, the board had an opportunity to meet in executive session without the CEO present. Members of the senior management team regularly attend board meetings to present information on our business and strategy, and board members are welcome and encouraged to meet with employees worldwide and to attend industry, analyst, and other major events.

The board and its committees met a total of 34 times last year. In 2020, each of the directors attended 75% or more of the total number of meetings of the board and the committee(s) on which he or she serves, except for Bill Stavropoulos, who retired from the Board in May 2020. In addition, under the board’s Corporate Governance Guidelines, our directors are expected to attend our annual meeting of stockholders each year. All of our directors attended the 2020 virtual annual meeting of stockholders.

Director Commitments

Under our Corporate Governance Guidelines, each board member is expected to ensure that other existing and planned future commitments do not materially interfere with such member’s service as a director and that he or she devotes the time necessary to discharge his or her duties as a director. In assessing whether directors and nominees for director have sufficient time and attention to devote to board duties, the Governance Committee and our board consider, among other things, whether directors may be “overboarded,” which refers to the situation where a director serves on an excessive number of boards. Under our Corporate Governance Guidelines, a director may not serve on the boards of more than four other public companies, or, if the board member is an active chief executive officer (or its equivalent), on the board of more than two other public companies. Each of our directors is in compliance with this requirement, and our board believes that each of our directors, including each of our director nominees, has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors. We will continue to periodically review our director commitment policies.

Selection of Nominees for Directors

The Board of Directors and the Governance Committee are responsible for recommending candidates for membership to the board. The director selection process and director qualification guidelines are described in detail in the board’s Corporate Governance Guidelines, which are posted on our corporate governance website at www.teradata.com/governance-guidelines.

In determining candidates for nomination, the Governance Committee will seek the input of the Chairman of the Board, the CEO and other directors, and will consider individuals recommended for board membership by our stockholders in accordance with our bylaws and applicable law. In general, we desire to have a balanced group of directors who can perpetuate the Company’s long-term success and represent stockholder interests generally through the exercise of sound business judgment based on a diversity of experiences and perspectives. As part of the selection process, the board and the Governance Committee use the qualification factors listed in our Corporate Governance Guidelines and examine candidates’ business skills and experience, personal integrity, judgment, and ability to devote the appropriate amount of time and energy to serving the best interests of stockholders, in addition to the desired composition of the board as a whole and the Company’s current and future needs. Although we do not have a formal diversity policy, the Governance Committee and the board also consider the desirability of diverse perspectives from different professional experiences, backgrounds, and education, as well as gender, race or ethnic diversity. In addition, while the board does

18     2021 PROXY STATEMENT

Our Corporate Governance

not have age or term limits, it seeks to balance director turnover. The board believes that new perspectives and ideas are critical to a forward-looking and strategic board as is the ability to benefit from the valuable experience and familiarity that longer-serving directors bring to the board room.

As described under the caption “Director Qualifications” on pages 6 to 7 of this proxy statement, we believe our current directors represent a highly qualified and capable board with very diverse perspectives and balanced tenure.

If you are a stockholder and wish to recommend individuals for consideration as directors, you can submit your suggestions in writing to our Corporate Secretary as outlined in our bylaws. Under our bylaws, you will need to provide, among other things, the candidate’s name, age, residential and business contact information, detailed biographical data and qualifications for service as a board member, the class or series and number of shares of Teradata’s capital stock (if any) which are owned beneficially or of record by the candidate, a document signed by the candidate indicating the candidate’s willingness to serve, if elected, and evidence of the stockholder’s ownership of our stock. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates. Stockholders who intend to nominate directors for election at our next annual meeting of stockholders must follow the procedures described in our bylaws, which are available on our corporate governance website at www.teradata.com/articles-and-bylaws. See “Procedures for Stockholder Proposals and Nominations” on page 89 of this proxy statement for further details regarding how to nominate directors.

The directors nominated by the Board of Directors for election at the 2021 annual meeting were recommended by the Governance Committee following the process described above. See “Director Qualifications” and “Nominees” on pages 6 to 12 of this proxy statement for further details regarding the reasons and director attributes supporting these nominations. All of these candidates for election are currently serving as our directors and, other than Mr. McMillan, have been determined by the board to be independent. Mr. Ringler, one of our current directors, informed the board that he is retiring from the board at the expiration of his current term at the 2021 annual meeting and thus will not stand for re-election.

Under the board’s Corporate Governance Guidelines, if any director who is nominated for election at the 2021 annual meeting is not re-elected by the required majority vote, such director is required to promptly offer his or her resignation. The Board of Directors, giving due consideration to the best interests of the Company and our stockholders, is required to evaluate the relevant facts and circumstances, including whether the underlying cause of the director’s failure to receive the required majority vote can be cured, and make a decision on whether to accept the offered resignation. Any director who offers a resignation pursuant to this provision cannot participate in the board’s decision process. The Board of Directors will promptly disclose publicly its decision and, if applicable, the reasons for rejecting the offered resignation. If the board accepts a director’s resignation pursuant to this process, the Governance Committee will recommend to the Board of Directors whether to fill the resulting vacancy or reduce the size of the board.

 19

COMMITTEES OF THE BOARD

Committee Structure and Responsibilities

Our Board of Directors has four standing committees: the Audit Committee, the Compensation and Human Resource Committee, the Committee on Directors and Governance, and the Executive Committee. In addition, in November 2019, the board formed a CEO Search Committee to advise the board in connection with the identification and appointment of a new President and CEO. The CEO Search Committee was dissolved in August 2020, having completed the selection and onboarding of Stephen McMillan as President and Chief Executive Officer.

Listed below is the current membership of our board committees as well as our CEO Search Committee, which was dissolved in August 2020. Following the table is a summary of each’s committee’s responsibilities. Each of the Audit Committee, Compensation and Human Resource Committee, and Committee on Directors and Governance has a charter describing its specific responsibilities, which can be found on the corporate governance section of our website as follows:

• Audit Committee: www.teradata.com/audit-committee-charter

• Compensation and Human Resource Committee: www.teradata.com/compensation-committee-charter

• Committee on Directors and Governance: www.teradata.com/committee-on-directors-and-governance-charter

Board Committee Membership

NAME

EXECUTIVE COMMITTEE (1)

COMPENSATION AND HUMAN RESOURCE COMMITTEE (2)

AUDIT COMMITTEE (3)

COMMITTEE ON DIRECTORS AND GOVERNANCE (2)

CEO SEARCH COMMITTEE (4)

Stephen McMillan

Lisa R. Bacus

Timothy C.K. Chou

Daniel R. Fishback

*

Cary T. Fu

E

Michael P. Gianoni

*

*

*

David E. Kepler

Kimberly K. Nelson

*E

Joanne B. Olsen

James M. Ringler

John G. Schwarz

Number of Meetings in 2020

0

10

5

4

6

* Committee Chair

^E  Audit Committee Financial Expert

(1) As of June 8, 2020, Mr. McMillan was appointed President and CEO to replace Mr. Lund as Interim President and CEO, and also replaced Mr. Lund as a member of the Executive Committee.

(2) Effective March 1, 2021, Ms. Bacus was appointed to the Committee on Directors and Governance. Prior to March 1, 2021, Ms. Bacus served on the Compensation and Human Resource Committee.

(3) As of January 1, 2021, Ms. Nelson replaced Mr. Kepler as the chair of the Audit Committee and as a member of the Executive Committee.

(4) As of August 2020, the CEO Search Committee was dissolved.

Audit Committee

• Principal agent of our Board in overseeing our accounting and financial reporting process and audits of our financial statements and internal controls

• Discusses with management and our independent auditor our annual audited financial statements and unaudited quarterly financial statements and recommends to our board the inclusion of our annual audited financial statements in the Company’s annual report filing with the SEC.

20     2021 PROXY STATEMENT

Committees of the Board

• Responsible for the appointment, compensation, retention, and oversight of our independent auditor engaged to audit our financial statements and internal control over financial reporting

• Oversees our major financial and risk exposures (including financial, cash investments, cybersecurity, information technology, privacy and data protection, business continuity, and legal and regulatory risks) and enterprise risk management program and reviews with management plans and actions to address these risks

• Oversees the qualifications and performance of our internal audit function and internal auditors, and reviews with our management, our independent auditor, and the internal auditors the internal audit plan and activities

• Reviews and discusses with management our periodic SEC filings and our quarterly earnings releases

• Oversees our compliance with ethical, legal and regulatory requirements, including oversight of our ethics and compliance program

The Audit Committee relies on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out its oversight responsibilities and meets with representatives of management, the internal auditor, and the independent auditor in executive session on a regular basis.

Each Audit Committee member meets the NYSE listing independence standards, is independent under our independence standards and financially literate, as determined by the board under applicable NYSE standards. In addition, the board has determined that because of their respective accounting and financial management expertise, each of Ms. Nelson and Mr. Fu is an “audit committee financial expert,” as defined under SEC regulations.

A report of the Audit Committee is set forth below on page 86 of this proxy statement.

Compensation and Human Resource Committee

• Discharges the Board’s responsibility relating to the compensation of our executives

• Establishes the annual goals and objectives of our CEO, after consulting with the independent members of the board

• Evaluates our CEO’s performance and, along with the independent members of the board, determines the compensation of our CEO

• Evaluates the performance of our other executive officers and approves the annual compensation for our other executive officers

• Recommends to our board for approval our executive compensation plans, including incentive compensation plans, and all equity-based compensation plans

• Oversees our management succession planning and leadership development, including succession planning with respect to the CEO

• Oversees administration of the Company’s various benefit plans, including the Company’s 401(k) savings plan

• Oversees the Company’s diversity, equity, and inclusion initiatives and other people and culture initiatives

• Reviews shareholder feedback on our executive compensation program.

Each Compensation Committee member meets the NYSE listing independence standards and our independence standards. The committee may form subcommittees with authority to act on the committee’s behalf as it deems appropriate and has delegated authority to our CEO and Chief Human Resources Officer to award equity to individuals other than executive officers in limited instances. In addition, the CEO conducts annual performance evaluations of executives and, after consulting with the Chief Human Resources Officer, provides this committee with his assessments and recommendations with respect to the amount and form of compensation for such executives.

Independent Compensation Consultant. The Compensation Committee retained an independent compensation consultant throughout fiscal year 2020. Through August 2020, Frederic W. Cook & Co. (“FW Cook”) and Coda Advisors, LLC served in this role. The Committee regularly reviews the performance of its independent compensation consultant and periodically issues a request for proposal (“RFP”) in the marketplace, which it did in mid-2020. After considering the various responses to the RFP, in August 2020, this committee retained Radford Rewards Solutions at Aon plc (“Aon”) as its outside compensation consultant to assist the committee in the development of our executive compensation and benefit programs, including the amount and form of

 21

Committees of the Board

such compensation, and in the evaluation of our CEO. The rules for the use of the compensation consultants by the committee and management include the following: (i) only the committee and its Chair can hire or fire the consultant with respect to such services; (ii) on an annual basis, the consultant will provide the committee with a letter of the projected scope of services for the year; (iii) the consultant’s work will be coordinated with our Chief Human Resources Officer and any project undertaken at management’s request will be with the knowledge and consent of the committee Chair; (iv) the consultant will have direct contact with the committee; and (v) the committee will evaluate the performance of the consultant on an annual basis. As discussed on pages 51 to 52 of the Compensation Discussion and Analysis section of this proxy statement, in 2020, our Human Resources department purchased compensation surveys and reports from Aon at a cost of approximately $54,000. Management also engaged with Aon affiliates for various insurance-related products and services, covering health and benefits, pension-related services, other insurance brokerage services and risk services to the business. The Compensation and Human Resource Committee reviewed the independence of Aon in light of SEC rules and NYSE listing standards regarding compensation consultants and has concluded that Aon’s work for the committee is independent and does not raise any conflicts of interest.

A report of the committee is set forth below on page 34 of this proxy statement.

Committee on Directors and Governance

• Determines and recommends to the board the director nominees for election to our board at our annual stockholder meetings and the filling of any vacancies on our board.

• Reviews board composition and succession planning.

• Reviews and makes recommendation to the board regarding the composition of board committees.

• Annually assesses the independence of each director.

• Oversees the annual performance evaluation of the board.

• Reviews the board’s corporate governance practices and procedures.

• Reviews and makes recommendations to the board concerning non-employee director compensation.

• Oversees the Company’s shareholder engagement program and ESG-related activities.

• Oversees the Company’s Related Person Transactions Policy and Corporate Governance Guidelines.

Each member of the Governance Committee meets the NYSE listing independence standards and our independence standards.

The Governance Committee retained an independent consultant to review our director compensation program in 2020. F.W. Cook and Coda Advisors served in this role through May 2020. In February 2021, the Governance Committee appointed Aon as its consultant to review our director compensation program. The Governance Committee reviewed the independence of Aon in light of SEC rules and NYSE listing standards regarding compensation consultants and has concluded that the firm’s work for the committee is independent and does not raise any conflicts of interest.

Executive Committee

The Executive Committee has the authority to exercise all powers of the full Board of Directors, except those prohibited by applicable law, such as amending the bylaws or approving a merger that requires stockholder approval. This committee meets between regular board meetings if urgent action is required.

CEO Search Committee

The CEO Search Committee was formed in November 2019 to advise the board in connection with the identification and appointment of a new President and CEO. This committee was dissolved in August 2020 following the appointment and onboarding of Stephen McMillan as our President and CEO in June 2020.

Compensation Committee Interlocks and Insider Participation

During 2020, no member of the Compensation and Human Resource Committee was a current or former officer or employee of the Company. During 2020, none of our executive officers served as a member of the compensation committee (or board of directors

22     2021 PROXY STATEMENT

Committees of the Board

serving the compensation function) or director of another entity where such entity’s executive officers served on our Compensation and Human Resource Committee or board, except that Mark Culhane, our Chief Financial Officer, served as a director of UserZoom, Inc., a private company in which Dan Fishback, Chair of our Compensation and Human Resource Committee, serves as Co-Chief Executive Officer.

Communications with Directors

Stockholders and interested parties wishing to communicate directly with our Board of Directors, any individual director, the Chairman of the Board or, if applicable, the independent Lead Director, or our non-management or independent directors as a group are welcome to do so by writing our Corporate Secretary at Teradata Corporation, 17095 Via Del Campo, San Diego, CA 92127. The Corporate Secretary will forward any communications as directed. Any matters reported by stockholders or interested parties relating to our accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee as appropriate. Anonymous and/or confidential communications with the Board of Directors may also be made by writing to this address. For more information on how to contact our board, please see our corporate governance website at www.teradata.com/contact-the-board.

 23

RELATED PERSON TRANSACTIONS

Our Related Person Transactions Policy was adopted by the Board of Directors in 2007, and the board approved minor amendments to the policy in 2013. Under this policy, the Governance Committee is responsible for reviewing and approving each transaction in which Teradata was a participant involving or potentially involving an amount in excess of $120,000 and in which a related person had a material interest. A related person is any director or executive officer, any immediate family member of a director or executive officer, a 5% or more stockholder, and any immediate family member of a 5% or more stockholder.

This policy provides for approval or ratification of each related person transaction in accordance with the procedures and policies discussed below (i) by our Governance Committee, or (ii) if the Governance Committee determines that the approval or ratification of such related person transaction should be considered by all of the disinterested members of the Board of Directors, by a majority vote of the disinterested members of the board.

The policy requires our Chief Legal Officer to advise the Chair of the Governance Committee of any potential related person transaction involving in excess of $120,000 of which the Chief Legal Officer becomes aware, including management’s assessment of whether the related person’s interest in the potential related person transaction is material. The Governance Committee is required to consider such potential related person transaction, including whether the related person’s interest in the potential related person transaction is material, unless the Governance Committee determines that the approval or ratification of such potential transaction should be considered by all of the disinterested members of the Board of Directors, in which case such disinterested members of the board will consider the potential transaction. Except as set forth below, we will not enter into a related person transaction that is not approved in advance unless the consummation of such transaction is expressly subject to ratification.

If we enter into a transaction that we subsequently determine is a related person transaction or a transaction that was not a related person transaction at the time it was entered into but thereafter becomes a related person transaction, then in either such case the related person transaction must be presented to the Governance Committee or the disinterested members of the Board of Directors, as applicable, for ratification. If the related person transaction is not ratified, then we are required to take all reasonable actions to attempt to terminate our participation in the transaction.

Factors that are reviewed by the Governance Committee or the Board of Directors, as applicable, when evaluating a potential related person transaction include: (i) the size of the transaction and the amount payable to a related person; (ii) the nature of the interest of the related person in the transaction; (iii) whether the transaction may involve a conflict of interest; (iv) whether the transaction is fair to the Company; (v) whether the transaction might impair independence of an outside director of the Company; and (vi) whether the transaction involves the provision of goods or services to us that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to us as would be available in comparable transactions with or involving unaffiliated third parties.

Since the beginning of 2020, there were no related person transactions, and there are not currently any proposed related person transactions, that would require disclosure under the SEC rules.

24     2021 PROXY STATEMENT

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Our Mission

We transform how businesses work and people live through the power of data.

Our Commitment

At Teradata, we are committed to furthering our mission by fostering a strong corporate culture, anchored in our core values and principles, that intentionally promotes and encourages diversity, equity and inclusion, operating in a sustainable manner and giving back to the communities in which we live and do business. We are committed to fostering a diverse and inclusive workplace where our employees feel a sense of belonging and can thrive. We believe that all our stakeholders – our stockholders, employees, customers, suppliers, the people in the communities in which we live and work, and the environment – must be considered in our daily operations. As a result of our focus on our culture and our communities, we are committed to giving back to the places in which we operate, and we believe in doing our part to address the world’s environmental challenges. We are accomplishing these commitments through a number of initiatives, including those listed below.

Governance

Our board and management team set the tone for our corporate culture, and one vital element of our culture is operating as a responsible global citizen. Our board is actively engaged in the oversight of our corporate responsibility, sustainability and other ESG matters.

• Our Audit Committee is tasked with responsibility and oversight of our ethical standards and compliance, including initiatives pertaining to corporate social responsibility, sustainability and long-term corporate strategy and performance. In addition, our Audit Committee assists the board in its oversight of risk management by overseeing the Company’s enterprise risk management program, which includes ESG-related risks.

• Our Compensation and Human Resource Committee provides board-level oversight relating to matters regarding our human capital, including supporting our Company’s diversity, equity and inclusion practices, as well as overseeing our succession planning and leadership development activities. In addition, our Compensation and Human Resource Committee annually receives updates and discusses with management programs and risks related to executive compensation, talent acquisition, retention and talent management, and corporate culture.

• Our Governance Committee is responsible for reviewing the board’s corporate governance practices and procedures, including the board’s self-evaluation process, board composition, shareholder engagement, and our governance policies. In addition, the Governance Committee has received updates from management with respect to the Company’s overall ESG activities, including third-party ratings and our ESG-related public disclosures.

• Our board regularly receives updates from our committees with respect to these activities and engages with management on our corporate culture, talent acquisition, talent management, risk oversight, including our COVID-19 pandemic response efforts, and strategy matters, with consideration of corporate responsibility and sustainability and other ESG priorities.

For a further description of these activities, see “Our Corporate Governance—Board Oversight of Risk” and “Committees of the Board” on page 15 and page 20, respectively, of this proxy statement.

Our management team is responsible for implementing the Company’s corporate responsibility, sustainability, and other ESG-related activities.

• Our management team is actively engaged in ESG-related initiatives and has taken steps toward advancing a formalized ESG program with cross-functional support across our entire organization to identify, coordinate, and advance our ESG priorities and objectives. These activities are currently being led by our Chief Legal Officer. As part of this effort, we are re-constituting our corporate citizenship council, which is a cross-functional team of representatives across the Company, to coordinate and advance our ESG initiatives.

• Our Chief Human Resources Officer is responsible for implementation of the Company’s people strategies and programs, including our diversity, equity, and inclusion, employee engagement and enhancing the employee experience, COVID-19 pandemic response and wellness efforts, as well as career development and executive leadership planning.

 25

Environmental, Social and Governance

• Our Chief Ethics, Compliance and Privacy Officer is our senior leader responsible for our ethics and compliance initiatives, including administration of our Code of Conduct.

• Our Chief Marketing Officer is responsible for our community outreach activities, including our Teradata Cares program described below, as well as ESG-related customer-facing activities and support.

• Our Chief Financial Officer oversees our Operations department, which is responsible for our environmental and sustainability initiatives relating to our supply chain and facilities as well as the publication of our annual report on corporate responsibility, sustainability and other ESG matters.

Covid-19 Response

The COVID-19 pandemic demonstrated the resiliency of our employees in the face of a global health crisis. In 2020, in response to the COVID-19 pandemic, we took several actions to promote the health and well-being of our employees, including the following:

• We established a Pandemic Response Team to develop and execute plans to continue to operate globally with safety-first considerations.

• We transitioned the vast majority of our employees to a work from home model.

• We implemented additional safety measures for employees continuing critical on-site work, both at customers and in our offices, with safety protocols in compliance with local government regulations.

• We have kept employees informed on the activities of our Pandemic Response Team, including updates relating to plans to re-open our offices.

• We have retained a medical expert to share information and provide periodic updates on the COVID-19 pandemic to employees.

• We launched a global Employee Assistance Program (EAP) for employees and their families.

• We provided additional paid wellness days off in June 2020 and January 2021 to give employees a chance to rest and reset.

While taking these health and safety-first steps, we have been able to continue to operate with minimal disruption during the pandemic. From a go-to-market standpoint, we have been providing virtual support to our customers, including through our pandemic response customer outreach program. We have also been working virtually with our partners and suppliers. Additionally, through use of our Vantage multi-cloud data warehouse platform, we have supported customers’ production and delivery of life-saving COVID-19 vaccines.

Our People and Culture Diversity, Equity, and Inclusion. Teradata’s core strength is our people and creating an inclusive workplace where everyone feels safe and welcome being their genuine and authentic selves is a key focus for us. We are an equal opportunity employer, committed to sustaining a world-class team by providing an environment that is intentionally inclusive and fully encourages and leverages diversity in all aspects of our business.

We have many people and culture initiatives, with a strong focus on diversity, equity and inclusion (“DEI”). •   Our executive team has signed a pledge committing to DEI and anti-racism. •   We created a DEI Advisory Board to support the Company’s mission to eradicate racism and inequality in the workplace. •   We provide resources and tools for our employees to help them engage within culturally- and geographically-dispersed work teams to enable a culture of growth, learning, and collaboration. In 2020, we launched our Culture Learning Lab, Inclusive Leadership Learning Lab, and Diversity Dialogues programs, all of which deliver interactive learning that heightens the behaviors and insights that build and support an inclusive culture and strive to erase bias. •   We continue to empower our Inclusion Communities, which are networks of employees who unite based on shared characteristics, life experiences, or common interests. These communities are designed to provide support, networking and enhanced career and personal development. These networks include Teradata Alliance of Black Employees, Blend, Veterans Community, Teradata Pride, HISPA (Hispanic and Latin Allies), Women of Teradata, Green Team, Terabytes (work-life integration), and Toastmasters International.

26     2021 PROXY STATEMENT

Environmental, Social and Governance

	•   In further support of the communities where we operate and live, we launched a Diversity in Technology Scholarship Program for underrepresented minorities who are pursuing STEM-related degrees. •   Teradata earned a score of 90 out of 100 in the Human Rights Campaign 2021 Corporate Equality Index (CEI), a benchmarking survey and report that measures corporate policies and practices related to LGBTQ+ equality. We believe that a diverse workforce is critical to the Company’s success, and we will continue to focus on the hiring, retention and advancement of underrepresented minorities and women in technology.
	Health, Safety, and Wellness. We are committed to the health, safety, and wellness of our employees. We provide our employees and their families with access to a variety of flexible and convenient health and wellness programs. In 2020, in response to the COVID-19 pandemic, we took several actions to promote the health and well-being of our employees, as described above under “COVID-19 Response.” Talent Development. Teradata is continuously focused on promoting the professional development of our employees and providing tools that enable employees to manage their careers. Our talent development programs provide employees with the resources to advance their careers, build leadership skills, and lead within their organizations. We have launched on-demand learning resources, such as LinkedIn Learning and Country Navigator. Our Learning Labs focus on Understanding Culture, Inclusive Leadership and Creating Your Personal Brand. We also provide executive and management development programs.
	Sustainability •   Products. We design technology for the future, as our customers demand powerful cloud-based platform data warehousing and analytic offerings that are capable of meeting increasingly stringent worldwide energy standards focused on reducing consumption and waste of the Earth’s precious natural resources, including efficient usage of power and water, as well as space efficiency. Our objective is to provide our customers with best-in-class products that are not only highly scalable, but environmentally sustainable as well. To that end, we continuously seek technology advancements and alternatives to improve performance-per-watt, reduce cooling requirements, and reduce datacenter floorspace needs for our customers. Our cloud-based solutions are designed to enable customers to scale their system resources to meet dynamic business requirements to ensure the “right-sizing” of systems for optimal power and consumption efficiency. In 2020, for the eleventh consecutive year, Teradata was named to the Dow Jones Sustainability North American Index for the Software and Services industry; Teradata was also included in the Dow Jones Sustainability World Index. •   Supply Chain. Our suppliers and business partners are expected to meet or exceed the standards of our Code of Conduct, which includes adherence to ethical, responsible and environmentally sustainable business practices with respect to all of their Teradata-related activities. Through the execution of our cloud-first strategy, we expect to substantially reduce the environmental impact of our operations because our Vantage public cloud offerings do not require manufacturing and shipment of hardware to our customers. For customers who choose our on-premises offerings, we also strive to reduce our inventory costs and the environmental impact of our manufacturing supply chain, through our managed inventory program that requires suppliers to ship bulk quantities of product to local hubs near our manufacturing site, rather than discrete customer shipments. In addition, our Conflicts Minerals Policy prohibits Teradata, our subsidiaries, employees, and suppliers from utilizing conflicts minerals sourced from forced labor, child labor, slavery, or violence in the region of the Democratic Republic of the Congo in Africa or those who perpetrate or support such human rights abuses. As part of our commitment to DEI, Teradata recognizes the need for and the benefits of sourcing and stimulating the growth of small businesses, minority, women, veteran, and LGBTQ+ owned business enterprises (diverse suppliers). We have adopted a proactive policy of promoting the use of such businesses as sources of supply with an initial focus largely in the United States and longer-term plans for global adoption. •   Facilities. In 2020, Teradata launched its Future of Work initiative to reflect a more agile workforce model. Through this initiative we are working to substantially reduce our global real estate footprint and provide a more flexible and hybrid work environment to our employees, while recognizing the positive impact this effort will have on our commitment to sustainability. We have also designed our facilities to reduce Teradata’s environmental impact and have implemented many programs in the areas of video conferencing, virtual employment (including transitioning the vast majority of our employees to a work from home model in response to the COVID-19 pandemic, as described above), recycling and energy conservation that get the job done while using and re-using resources at the most efficient level possible. From printing all corporate business cards on stock that is 100% recycled/post-consumer waste material, to

 27

Environmental, Social and Governance

	recycling all of our non-hazardous waste and providing 100 charging stations for electric cars at our San Diego headquarters, to installing a cutting-edge building automation system to optimize efficiency in lighting and HVAC systems, to sending our annual report and proxy statement electronically to reduce unnecessary paper usage, we adopt sustainable policies and procedures at every opportunity. •   Climate Change Commitments. With these and other measures to reduce our environmental impact, we have a set a greenhouse gas (GHG) management program goal of 10% energy intensive reduction in GHG with a base year of 2018 and a goal year of 2022. In addition, Teradata is a responding company for the Carbon Disclosure Project (“CDP”).
	Community Engagement - Doing Good With Data™ •   We believe that building connections between our employees, their families, and our communities creates a more meaningful, fulfilling, and enjoyable workplace. •   We are committed to giving back to the communities in which we operate and where we live, and we believe we can build a better world by working together and improving lives through the power of data. •   We are a founding member of the 2019 – 2022 UN Global Compact, focused on setting the United States agenda for adopting and implementing sustainable and socially responsible policies in the workplace, define STEM priorities, and lead C-Suite discussions with the United Nations. •   We support local STEM education programs to ensure emerging leaders in our communities have opportunities to explore their interests. For example, our Women of Teradata Inclusion Community works with local robotics teams to provide learning opportunities to students interested in STEM careers. •   Our Teradata Cares program empowers our employees to help build strong and vibrant communities, improve quality of life, and make a positive difference where we live and work through volunteerism and giving. Through this program, our employees volunteered more than 25,000 hours of service in 2020. •   We support our employees’ giving and volunteer efforts by providing matching donations for employee contributions to qualified not-for-profit agencies, project grants, Annual Days of Caring, and supporting communities where we have employee populations or events. •   To further enable employees to support the charity of their choice, we afford every employee four days a year, during normal working hours, for volunteer efforts of their choice. •   Our customers across the globe are using our offerings to do great things through data – from supporting the data to accelerate the production and delivery of life-saving COVID-19 vaccines, to providing groundbreaking discoveries in medical research to facilitating lifesaving telecommunications in times of emergencies. •   Teradata is also dedicated to helping non-profit organizations around the globe use data to tackle the problems they face every day. With a corporate emphasis on data and analytics – through platforms, applications and services – our data philanthropy strategy aligns our corporate strength of data analytics with the demands of charitable organizations – using data to understand and help the world’s citizens for public good. •   To strengthen our commitment, Teradata has partnered with DataKind, a non-profit group that matches talented data scientists with social agencies, civil groups, and nongovernmental organizations to explore the power of using data to better serve humanity.
	Ethical Business Conduct •   We have a zero-tolerance policy for non-ethical behavior and expect the highest standards of compliance throughout the world. Our ethical standards run from top to bottom in our company. All employees, including our executive leadership team and directors, are bound by our Code of Conduct which establishes the minimum standards of proper conduct that must be met. •   We are committed to supporting human rights and have set high expectations and standards for our employees in locations globally. In addition, we have implemented systems and controls designed to ensure that slavery and human trafficking do not occur anywhere in our business or in that of our supply chains. •   We have clearly defined core principles that help establish and maintain our company culture where Teradata people and Teradata organizations constantly strive to exceed standards and expectations. We strive to do the right thing and hold ourselves accountable to each other...always. Teradata has been included on the Ethisphere Institute’s list of the World’s Most Ethical Companies every year since 2010.

28     2021 PROXY STATEMENT

Environmental, Social and Governance

Reporting

Teradata publishes an annual report on corporate responsibility, sustainability, and other ESG-related matters. We also maintain a Corporate Social Responsibility website which provides additional information relating to ESG activities.

Teradata’s 2019 Corporate Social Responsibility Report: assets.teradata.com/pdf/Corporate/Teradata-CSR-Report.pdf

For more information, Visit our Corporate Social Responsibility website: www.teradata.com/About/Corporate-Social-Responsibility-en.

 29

STOCK OWNERSHIP

Ownership by Directors and Officers

This table shows our common stock beneficially owned as of February 15, 2021, by each executive officer named in the Summary Compensation Table found on page 56 of this proxy statement, each non-employee director, and the directors and executive officers and former executive officers as a group.

NAME	TOTAL SHARES BENEFICIALLY OWNED(1)		SHARES COVERED BY OPTIONS(2)		% OF CLASS BENEFICIALLY OWNED(3)
Non-Employee Directors
Lisa Bacus, Class II Director		36,298		0		*
Timothy Chou, Class II Director		10,998		0		*
Daniel Fishback, Class I Director		32,741		0		*
Cary Fu, Class III Director		72,402		5,044		*
Michael Gianoni, Chairman of the Board and Class III Director		46,770		0		*
David Kepler, Class I Director		61,121		5,044		*
Kimberly Nelson, Class I Director		14,379		0		*
Joanne Olsen, Class III Director		13,221		0		*
James Ringler, Class II Director(4)		138,415		6,485		*
John Schwarz, Class II Director		68,017		5,044		*
Named Executive Officers
Stephen McMillan, President and Chief Executive Officer and   Class III Director		25,715		0		*
Mark Culhane, Chief Financial Officer(5)		110,170		0		*
Daniel Harrington, Chief Services Officer(6)		300,357		164,843		*
Hillary Ashton, Chief Product Officer		9,900		0
Kathleen Cullen-Cote, Chief Human Resources Officer		15,182		0		*
Victor Lund, Former Interim President and Chief Executive Officer (prior to June 8, 2020)		0		0		*
Scott Brown, Former Chief Revenue Officer (prior to October 30, 2020)		0		0		*
Directors and Executive Officers and former Executive Officers who are Named Executive Officers as a Group (20 persons)		1,012,729		203,046		*

* Less than one percent.

(1) Unless otherwise indicated, total voting power and total investment power are exercised by each individual and/or a member of his or her household. This column includes shares covered by options that are exercisable within 60 days of February 15, 2021 (as listed in the “Shares Covered by Options” column). This column also includes (a) shares granted to directors, the receipt of which have been deferred, as follows: Mr. Kepler, 5,099 shares; and (b) vested restricted share units, the receipt of which have been deferred, as follows: Mr. Fishback, 28,716 units; Mr. Fu, 20,887 units; Mr. Kepler, 8,184 units; Ms. Nelson, 10,777 units; Mr. Ringler, 5,192 units; and Mr. Schwarz, 61,252 units. In each case, these vested deferred shares and shares subject to vested deferred restricted share units can be acquired by such person within 60 days upon such person ceasing to be a director or employee, as applicable.

(2) Includes shares that the executive officer or director or his or her respective family members have the right to acquire through the exercise of stock options within 60 days after February 15, 2021. These shares are also included in the “Total Shares Beneficially Owned” column.

(3) The total number of shares of our common stock issued and outstanding as of February 15, 2021 was 110,028,014.

(4) Includes 124,010 shares held indirectly through a limited liability company.

(5) Includes 16,750 shares held indirectly through a family revocable trust.

(6) Includes 47,440 shares attributable to units held by Mr. Harrington in a unitized stock fund under the Teradata 401(k) savings plan.

30     2021 PROXY STATEMENT

Stock Ownership

Other Beneficial Owners of Teradata Common Stock

To the best of our knowledge, based on filings with the SEC made in 2021 by beneficial owners of our stock, the following stockholders beneficially own more than 5% of our outstanding common stock.

NAME	TOTAL NUMBER OF SHARES		PERCENT OF   CLASS(1)
First Eagle Investment Management, LLC(2)   1345 Avenue of the Americas, New York, New York 10105		13,631,268		12.4%
Wellington Management Group LLP and affiliated entities(3)   280 Congress Street, Boston, MA 02210		13,199,535		12.0%
The Vanguard Group(4)   100 Vanguard Blvd., Malvern, Pennsylvania 19355		12,372,893		11.2%
BlackRock, Inc.(5)   55 East 52nd Street, New York, New York 10055		10,667,767		9.7%
Ameriprise Financial, Inc.(6)   145 Ameriprise Financial Center, Minneapolis, Minnesota 55474		9,310,449		8.5%
The Hartford Mutual Funds, Inc. on behalf of Hartford Midcap Fund(7)   690 Lee Road, Wayne, Pennsylvania 19087		8,437,723		7.7%

(1) Percent of class is based on 110,028,014 shares of Teradata common stock issued and outstanding as of February 15, 2021.

(2) Information is based on Amendment No. 8 to Schedule 13G filed by First Eagle Investment Management, LLC with the SEC on February 10, 2021, which reported sole voting power over 12,670,425 shares and sole dispositive power over 13,631,268 shares. According to this filing, the First Eagle Global Fund, a registered investment company for which First Eagle Investment Management, LLC acts as investment adviser, may be deemed to beneficially own 9,658,435 of these shares.

(3) Information is based on Amendment No. 4 to Schedule 13G filed by Wellington Management Group LLP with the SEC on February 4, 2021 (the “Wellington 13G/A”), which reported shared power to vote 11,585,916 shares and shared dispositive power over 13,199,535 shares. According to the Wellington 13G/A, these shares are beneficially owned by Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, Wellington Management Company LLP, and one or more of the following investment advisers (the “Wellington Investment Advisers”): Wellington Management Company LLP, Wellington Management Canada LLC, Wellington Management Singapore Pte Ltd, Wellington Management Hong Kong Ltd, Wellington Management International Ltd, Wellington Management Japan Pte Ltd, and Wellington Management Australia Pty Ltd. These securities are owned of record by clients of the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP. According to the Wellington 13G/A, Hartford Midcap Fund is a client of one or more of the Wellington Investment Advisers and has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, a number of shares reported in the Wellington 13G/A that exceeds more than 5% of our outstanding stock. See footnote 7 below.

(4) Information is based on Amendment No. 12 to Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2021. According to this filing, The Vanguard Group has sole dispositive power over 12,201,800 shares, shared dispositive power over 171,093 shares, sole power to vote 0 shares, and shared power to vote 83,186 shares. According to this filing, the following subsidiaries acquired the shares being reported by The Vanguard Group: Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited, and Vanguard Investments UK, Limited.

(5) Information is based on Amendment No. 14 to Schedule 13G filed by BlackRock, Inc. with the SEC on February 1, 2021, which reported sole voting power over 10,225,107 shares and sole dispositive power over 10,667,767 shares. According to this filing, these shares are beneficially owned by the following subsidiaries of Blackrock, Inc.: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, and BlackRock Fund Managers Ltd.

(6) Information is based on Amendment No. 1 to Schedule 13G filed by Ameriprise Financial, Inc. with the SEC on February 12, 2021, which reported shared voting power over 6,079,648 shares and shared dispositive power over 9,310,449 shares. According to this filing, Columbia Management Investment Advisers, LLC reported shared voting power over 5,955,331 shares and shared dispositive power over 9,156,081 shares. According to this filing, Ameriprise Financial, Inc., as the parent company of Columbia Management Investment Advisers, LLC, may be deemed to beneficially own the shares reported in such filing by Columbia Management Investment Advisers, LLC. Accordingly, the shares reported in this filing by Ameriprise Financial, Inc. include those shares separately reported in such filing by Columbia Management Investment Advisers, LLC.

(7) Information is based on Schedule 13G filed by The Hartford Mutual Funds, Inc. on behalf of Hartford Midcap Fund with the SEC on February 9, 2021, which reported shared voting power over 8,437,723 and shared dispositive power over 8,437,723. Hartford Midcap Fund is a client of one or more of the Wellington Investment Advisers and has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, a number of shares reported in the Wellington 13G/A that exceeds more than 5% of our outstanding stock. See footnote 3 above.

 31

DIRECTOR COMPENSATION

Teradata’s Director Compensation Program is designed to enhance our ability to attract and retain highly qualified 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. Mr. Lund, our former Interim President and Chief Executive Officer and director who departed the Company in June 2020, did not receive any compensation in 2020 under the Director Compensation Program. For information regarding Mr. Lund’s compensation, see the Compensation Discussion and Analysis section beginning on page 35 of this proxy statement.

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. In May 2020, the Governance Committee engaged FW Cook 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 FW Cook, the Governance Committee determined that the compensation levels were reasonable and within market median levels and, therefore, no changes were made to the director compensation levels.

Annual Retainers

The Director Compensation Program, for the 2020-2021 board year (the period between the Company’s annual stockholders’ meetings), includes the following annual retainers:

Each non-employee director	$	60,000
Additional retainers:
Non-executive Chairman of the Board of Directors	$	120,000
Independent Lead Director	$	30,000
Each Audit Committee member (including the Chair)	$	15,000
Each Compensation and Human Resource 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 Human Resource Committee Chair	$	25,000

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”) and/or stock options 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 2020-2021 board year, each of the non-employee directors received an annual equity grant consisting of RSUs with a total dollar value of $250,000. The RSUs vest in four equal quarterly installments commencing three months after the grant date, and directors may elect to defer receipt of their vested shares.

32     2021 PROXY STATEMENT

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. 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 during 2020.

Mid-Year Equity Grant

Under the Director Compensation Program, the board has the discretion, based on the recommendation of the Governance Committee, to grant mid-year equity grants in the form of stock options and/or awards of restricted shares or RSUs to directors who are newly elected to the board after the annual meeting of stockholders. Mid-year equity grants made in the form of RSUs have the same vesting schedule and deferral options 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 equity grant in 2020.

Benefits

We do not provide any retirement or other benefit programs for our directors.

2020 Director Compensation Table

The following table provides information on compensation paid to our non-employee directors in 2020.

NAME	FEES EARNED OR PAID IN CASH(1) ($)	STOCK AWARDS(2) ($)	OPTION AWARDS(3) ($)	TOTAL    ($)
Lisa Bacus	70,000	249,580	—	319,580
Timothy Chou	72,500	249,580	—	322,080
Daniel Fishback	95,000	249,580	—	344,580
Cary Fu	75,000	249,580	—	324,580
Michael Gianoni, Chairman	192,500	249,580	—	442,080
David Kepler	110,000	249,580	—	359,580
Kimberly Nelson	75,000	249,580	—	324,580
Joanne Olsen	75,000	249,580	—	324,580
James Ringler	70,000	249,580	—	319,580
John Schwarz	70,000	249,580	—	319,580
William Stavropoulos (4)	16,250	—	—	16,250

(1) Represents the annual cash retainers earned for 2020. Mr. Kepler elected to receive his cash retainer in deferred shares.

(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 RSU awards in 2020. 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, 2020 (our “2020 Annual Report”) for an explanation of the assumptions we made in the valuation of these awards. The grant date fair value of the annual award that was granted on May 5, 2020 for the 2020-2021 board year is $22.87.

The number of RSUs outstanding as of December 31, 2020 for each of the non-employee directors is 0 for Mr. Stavropoulos, and 5,457 for each of the other directors.

(3) There were no options granted to the non-employee directors for the 2020-2021 board year. The number of shares underlying each option award outstanding as of December 31, 2020 for each of the non-employee directors is as follows: Mr. Ringler, 6,485; Mr. Fu, Mr. Kepler, Mr. Schwarz, and Mr. Stavropoulos, 5,044; and 0 for each of the other directors.

(4) Retired as a director of the Company in May 2020.

 33

Director Compensation

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, should be taken into account. However, for this purpose, the board does not believe it appropriate to include stock options granted to directors by the Company. As of December 31, 2020, 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 Human Resource 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.

BOARD COMPENSATION AND HUMAN RESOURCE

COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation and Human Resource Committee of the Board of Directors (the “Committee”) manages the Company’s compensation programs on behalf of the Board of Directors. The Committee reviewed and discussed with the Company’s management the Compensation Discussion and Analysis included in this proxy statement. In reliance on the review and discussions referred to above, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Dated: February 26, 2021

The Compensation and Human Resource Committee:

Daniel R. Fishback, Chair

Lisa R. Bacus, Member

Timothy C.K. Chou, Member

John G. Schwarz, Member

34     2021 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

This Compensation Discussion and Analysis (this “CD&A”) describes the 2020 compensation program established by the Compensation and Human Resource Committee (the “Committee”) for our named executive officers. Our named executive officers for 2020 include:

NAME	POSITION
Stephen McMillan	President and Chief Executive Officer
Mark Culhane	Chief Financial Officer
Daniel Harrington	Chief Services Officer
Hillary Ashton	Chief Product Officer
Kathleen Cullen-Cote	Chief Human Resources Officer

Our named executive officers for 2020 also include two executives who left the Company during 2020: Victor Lund, who retired as Interim President and Chief Executive Officer on June 8, 2020; and Scott Brown, who resigned as Chief Revenue Officer on October 30, 2020. This CD&A focuses primarily on the compensation earned by our current named executive officers listed in the table above, but also describes, where appropriate, the compensation earned by Mr. Lund and Mr. Brown.

SECTION 1: EXECUTIVE SUMMARY

2020 Business Highlights and Key Compensation Decisions

• In 2020, despite a challenging business environment, we advanced our business transformation to a profitable growth, cloud-first Company based on a subscription-based recurring revenue model as we position the Company for long-term growth and profitability. To align executive pay with our strategy, the execution of our strategy continues to be factored into our executive compensation program.

• Our business model reflects our shift to subscription-based transactions that build an attractive recurring revenue stream and position the Company for long-term, profitable growth. With our business model having substantially shifted to subscription-based product bookings, revenue from these transactions will be recognized over the multi-year life of the customer agreement rather than all upfront, as was our historical practice. This shift to a subscription-based model is enabling us to build a more predictable revenue stream over time. Accordingly, recurring revenue growth is one of the key factors that investors use to measure our success, particularly in the current period, as our reported revenue is negatively impacted in the near term.

• By the end of 2020, with the nearly complete shift of our business to subscription-based transactions, we reached an inflection point in such transition, which we believe positions our Company for future revenue growth. We also continued to make significant advancements with our cloud-based capabilities and offerings, as we pursue our cloud-first strategy.

• In 2020, our executive compensation program continued to be heavily weighted to performance-based compensation that was tied to our strategy – annual cash incentives were designed to drive annual recurring revenue (“ARR”) growth and profitability, and long-term equity awards were tied to key financial measures that are critical to the execution of our strategy and long-term growth. See pages 45 and 48 of this CD&A for a description of these metrics. As more fully explained on page 42 of this CD&A, in 2020, approximately 92% of the target total direct compensation for our CEO, Mr. McMillan, and approximately 88% for the other named executive officers (excluding Mr. Lund, our former Interim CEO) was performance-based.

 35

Compensation Discussion and Analysis

PLAN	MEASURE	WEIGHTING	TIE TO STRATEGY
Annual Incentive Plan(1)	ARR Growth over 1-year period Non-GAAP Operating Margin as a Percentage of Revenue	60% 40%	Drive annual recurring revenue growth Maintain focus on profitability while growing recurring revenue
Long-Term Incentive Plan	Compounded ARR Growth over 3-year period Free Cash Flow as a Percentage of Revenue	50% 50%	Drive recurring revenue over multi-year period Focus on long-term cash-generating ability

⁽¹⁾  No payout can be earned for either measure unless and until the Company achieves the threshold level of ARR growth. See page 45 of this CD&A.

• Annual Incentive Plan - The shift to a recurring revenue model was factored into our 2020 annual incentive plan which was weighted heavily on the achievement of significant ARR growth, a key metric for subscription-based businesses. This plan was also built on the achievement of operating margin as a percentage of revenue. The combination of these measures ensured focus on annual revenue growth, which our shareholders value, while maintaining our focus on profitability. The Committee set targets for these financial measures at levels that the Committee believes were sufficiently rigorous and aligned with stockholder interests, as further described on page 45 of this CD&A. Our 2020 results outperformed our ARR growth and non-GAAP operating margin as a percentage of revenue targets for this incentive plan, resulting in an overall achievement of 126%. Consequently, our named executive officers received above-target payouts under the Teradata Management Incentive Plan.

• Long-Term Incentive Program - Our 2020 long-term incentive program was designed to drive the evolution of our business to a subscription-based model. Payment of the performance-based equity awards is based on the extent to which we achieve key performance metrics over a 3-year period (2020 to 2022) of: (a) compounded ARR growth, and (b) free cash flow as a percentage of revenue. The performance targets for these awards were set at appropriate levels consistent with the Company’s long-term growth strategy. We also continued our firm pay-for-performance commitment by allocating 60% of the long-term incentive opportunity to performance-based share unit awards. With respect to our performance-based equity awards granted as part of our 2018 long-term incentive program, our ARR growth over the 3-year period ended on December 31, 2020 came in above target, as did our annual percentage of subscription-based product bookings for each of the years over the 3-year period ended December 31, 2020, and, consequently, our named executive officers who were employed by the Company at that time received above-target payouts from these awards.

• As explained in this CD&A, we believe Teradata made significant progress in advancing our business in 2020 and positioning us for profitable growth and long-term success. The compensation of our executives is consistent with this level of performance. In addition, the Committee has demonstrated its commitment to setting challenging performance goals under our executive compensation program that will drive our strategic direction for the coming years and that will provide our executives with pay that links directly to company performance to align with stockholders.

• To reflect the Company’s cloud-first strategy, the Committee is introducing a cloud-based financial performance measure for both the Company’s 2021 annual bonus program and its 2021 long-term incentive program, as the Company has recently begun to externally report public cloud ARR growth metrics.

Impact of the COVID-19 Pandemic on our Executive Compensation Program

• Beginning late in the first quarter of 2020, the effects of the COVID-19 pandemic and the related actions by governments around the world to attempt to contain the spread of the virus impacted our business globally. Despite an adverse impact on our revenue and cash flow results in the first quarter of 2020, we substantially recovered from this impact during the second quarter of 2020, and we experienced a more favorable trend for the remainder of 2020 with meaningful ARR growth, recurring revenue growth and strong operating cash flows generated in the second, third and fourth quarters. As a result, the Committee determined that adjustments to the base pay or 2020 annual incentive targets of our named executive officers, or to the performance metrics applicable to our 2020 Management Incentive Plan and the performance-based RSUs granted to our named executive officers, were not necessary or appropriate.

36     2021 PROXY STATEMENT

Compensation Discussion and Analysis

• Among the actions taken in response to the COVID-19 pandemic, the board adopted the Teradata Incentive Stock Purchase Plan (“ISPP”), effective June 2020. The ISPP provides eligible employees with an opportunity to purchase shares of Teradata common stock from the Company at fair market value using cash compensation that is otherwise due under the Company’s annual incentive programs. The ISPP was intended to help preserve cash and increase cash flow results for 2021. Each of our named executive officers (excluding Mr. Lund, who did not participate in any 2020 annual incentive plan) elected to participate in the ISPP and, accordingly, received their 2020 annual incentive payment in the form of Teradata common stock (excluding Mr. Brown, who did not receive a 2020 incentive payment due to his departure in October 2020).

CEO Transition and New Executive Leadership

• During 2020, we successfully executed on our transition to a new President and Chief Executive Officer (“CEO”). At the start of 2020, Victor Lund was serving as our Interim President and CEO, having been appointed to the role on November 5, 2019, replacing our former President and CEO, while the board conducted a search for a new CEO. At the time of this appointment, Mr. Lund was serving as our Executive Chairman, and he had previously served as President and CEO. Accordingly, the board viewed Mr. Lund as uniquely positioned to serve in this interim capacity to provide leadership through the CEO transition. Concurrent with Mr. Lund’s appointment, the board promptly established an independent search committee to advise the board on the identification and appointment of a new CEO. The CEO search committee retained Spencer Stuart, a leading executive search firm, to assist the committee in conducting this search.

• While Mr. Lund was serving as Interim CEO, the board determined that, as a matter of good governance, it was appropriate to split the Chairman and CEO roles. Accordingly, effective February 6, 2020, Michael Gianoni was appointed non-executive Chairman of the Board of Directors, succeeding Mr. Lund. Mr. Lund continued as Interim President and CEO and as a director. Mr. Gianoni had previously served as independent Lead Director of the board since January 2019. As discussed in “Our Corporate Governance” on page 15 of this proxy statement, the board believes that this leadership structure, separating the positions of Chairman and CEO, best serves the interests of Teradata and its stockholders.

• Following a thorough search and based on the recommendation of the CEO search committee, the board elected Stephen McMillan President and CEO, effective June 8, 2020, succeeding Mr. Lund, who stepped down as Interim President and CEO and as director as of the same date. The board viewed Mr. McMillan, a seasoned technology executive with experience transforming enterprise product and services businesses into industry-leading cloud portfolio offerings, as the right leader for Teradata as we pursue our transformation to a cloud-first, profitable growth company. The Committee designed a competitive, market-based compensation package for Mr. McMillan that reflected his skills and senior leadership experience and accounted for the fact that he was forfeiting compensation from prior employment. In determining Mr. McMillan’s compensation in connection with his election as CEO, the Committee considered his prior experience, the compensation he was foregoing to join the company, the pay for prior leaders as well as the benchmarking provided by the Committee’s compensation consultant.

 37

Compensation Discussion and Analysis

• In connection with Mr. McMillan’s election as President and CEO, upon the board’s request, Mr. Lund stepped down as a director and as an employee of Teradata, effective as of June 8, 2020. In connection with Mr. Lund’s departure, under the terms of Mr. Lund’s outstanding equity awards, his unvested performance-based and service-based RSUs outstanding as of June 8, 2020 vested in full (with payout of any performance awards subject to actual performance results during the applicable performance period). Mr. Lund did not receive any severance payment upon his departure. In addition, Mr. Lund agreed to provide CEO transition services as an advisor to Mr. McMillan to accelerate his onboarding, for the remainder of 2020 and received a consulting fee equal to the continuation of his then-base salary of $83,333.33 per month, pursuant to a consulting agreement entered into between the Company and Mr. Lund. At the time, Mr. Lund had a deep knowledge of the Company and its strategy, as well as experience as a CEO of international public companies. Because Mr. McMillan was a first-time CEO, the board believed that Mr. Lund could provide valuable transition support services as part of Mr. McMillan’s onboarding and transition process.

• Other senior management changes were made following Mr. McMillan’s appointment as the Company identified top talent who could help further our cloud transformation. Effective August 31, 2020, Hillary Ashton was appointed Chief Product Officer, succeeding Reema Poddar, our former Chief Product Officer, who departed in early 2020. Ms. Ashton had previously served as our Executive Vice President, Product Management, since November 2019. The board viewed Ms. Ashton, an experienced technology executive with significant knowledge and understanding of our product and technology roadmap, as the right executive to lead our global products organization and advance our cloud-first strategy. In connection with her promotion to Chief Product Officer, the Committee designed a competitive, market-based compensation package for Ms. Ashton that reflected her skills and senior leadership experience that was incremental to her existing compensation arrangements.

• Additional senior leadership changes following Mr. McMillan’s appointment included the following:

• Effective September 21, 2020, Nicolas Chapman was appointed Chief Strategy Officer.

• Effective November 1, 2020, Margaret Treese, who has served in various senior legal positions with Teradata since 2007 (most recently as our Senior Vice President, Deputy General Counsel and Secretary since February 2020), was appointed Chief Legal Officer, succeeding Laura Nyquist, our former General Counsel, who retired on October 31, 2020 following 13 years in senior executive roles at Teradata.

• Effective January 4, 2021, Todd Cione was appointed Chief Revenue Officer, succeeding Scott Brown, our former Chief Revenue Officer, who departed the Company on October 30, 2020, having accepted an offer to become president and CEO of a privately-held technology company based in Silicon Valley that does not compete with Teradata. Because Mr. Brown resigned voluntarily, he did not receive any severance payment upon his departure.

2020 Strategic and Financial Performance at a Glance

In 2020, Teradata continued to make meaningful progress executing our strategic initiatives and delivering value to our shareholders, as evidenced by achieving solid ARR and recurring revenue growth, notwithstanding the impact to our business from the COVID-19 pandemic. (Annual recurring revenue – or ARR – is the annual value at a point in time of all of our recurring revenue contracts.)

38     2021 PROXY STATEMENT

Compensation Discussion and Analysis

In 2020, we continued to make several strategic advancements, including the following:

  In support of our goal of delivering long-term shareholder value, we advanced our strategy to be a leading multi-cloud data warehouse platform provider, focused on helping companies leverage all of their data across an enterprise to uncover real-time intelligence, at scale. In 2020, we made progress on the following strategic imperatives:

DRIVE
CONSUMPTION GROWTH   We drove
consumption of
Vantage (our multi-
cloud data warehouse
platform) through new
use cases and
capabilities and
continued to enhance
Vantage to deliver
meaningful answers to
customers’ toughest
analytics needs.   CLOUD TRANSFORMATION We made several key
advancements in our
cloud-based
capabilities and
offerings, realigned
our investments to
cloud, and
experienced
substantial growth in
our cloud business,
more than doubling
our public cloud ARR
in 2020. GO-TO-
MARKET We pivoted to virtual
support of customers
and executed our
pandemic response
customer outreach,
expanded our
partnership and
distributor
relationships, and
initiated customer
success programs. OPTIMIZE COST
STRUCTURE We improved
efficiency and
execution throughout
the organization
through the
implementation of cost
optimization measures
and rightsizing of our
cost structure,
including through
workforce and real
estate rationalization
measures.

In 2020, Teradata made key advancements in Teradata Vantage, our multi-cloud data warehouse platform that allows companies to leverage all of their data across an enterprise, whether in public or private clouds, on-premises, or in a hybrid environment.

Key advancements during 2020 include:

These and other advancements of Vantage helped Teradata to be recognized as a leader in Cloud Database Management by Gartner in 2020, achieving the highest scores in three out of four use cases in the 2020 Gartner Critical Capabilities for Cloud DBMS for Analytical Use Cases.

 39

Compensation Discussion and Analysis

At the core of our progress during the year, and a key element of our strategy, was our commitment to the people and culture of Teradata that values diversity, equity and inclusion. Our executive leadership team has also been further strengthened with a number of new leaders onboarded to execute our strategy. Our following core principles inspire our people to deliver on our stated mission – “We transform how businesses work and people live through the power of data”:

CUSTOMER AND MARKET DRIVEN We set high ambitions as a profitable,
growth, cloud-first platform company.
We are market-driven, acting based on
insights into our customers, technology
ecosystem and competitors. We
innovate for where customers are going
while building on where they are today. AGILITY IN EXECUTION We act with a sense of urgency to
regain the advantage. We are entrepreneurial without
compromising quality. We are realistic stewards of our
resources.     ACCOUNTABILITY TO EACH OTHER We trust and collaborate with each
other, inviting transparency and
challenge. We debate, decide, commit and follow
through with velocity. We are inclusive and generous in
helping each other.

In 2020, we advanced our business as

demonstrated by improvements in several key financial metrics;

although our total reported revenue continued to be impacted as expected:

	Total reported ARR(1) grew 11% over 2019, exceeding our own expectations.		We built future recurring product revenue, demonstrated in part by reported recurring revenue growth of 7% over prior year, and providing a more stable future revenue stream. In addition, our backlog grew 7% over prior year, which we believe should translate into future revenue growth.
	Our cloud business continued to expand, with public cloud ARR(2) increasing 165% from 2019 to 2020.		Total reported revenue decreased 3% from 2019, in line with our expectations, as we essentially completed the transition to a subscription business model and re-aligned our consulting business to position the Company for long-term, profitable growth.

(1) Annual recurring revenue (ARR) is defined as the annual value at a point in time of all recurring contracts, including subscription, software upgrade rights, maintenance and managed services.

(2) Public cloud ARR is defined as the annual value at a point in time of all contracts related to public cloud implementations of Teradata Vantage and does not include ARR related to private or managed cloud implementations.

40     2021 PROXY STATEMENT

Compensation Discussion and Analysis

Shareholder Engagement and Compensation Program Enhancements

Teradata received strong support from our shareholders for our executive compensation program, with a 92% FAVORABLE “SAY-ON-PAY” VOTE at our 2020 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.

We greatly value the input received from our shareholders and engage with them on a variety of matters – including execution against our strategy, executive compensation, corporate governance, and other ESG topics – as part of a year-round engagement process described below:

We reach out to our largest investors to engage in discussions regarding issues that are important to them and to seek their input on executive compensation, corporate governance and other ESG matters. Our outreach team includes Investor Relations, Executive Compensation and Corporate Governance representatives from Teradata’s management team, including the Chief Legal Officer and, if requested, independent directors of the board. We consider investor feedback and perspectives in evaluating and structuring our executive compensation program and preparing proxy statement disclosures. After proxy materials are filed, we invite our largest investors to discuss proposals to be considered at the next annual meeting of shareholders. As outlined on page 23 of this proxy statement, there are also a number of established channels that any investor may use to communicate with the Company.

As part of the proxy solicitation process, and following our 2020 annual meeting, we continued our practice of soliciting input from our largest 25 institutional investors, representing over 75% of our outstanding shares, and answering their questions regarding a variety of topics of interest to them, such as the impact of the COVID-19 pandemic on our business and our response, the design of our executive compensation program, board diversity and corporate governance best practices, and corporate social responsibility and sustainability matters.

The feedback we received from investors through this engagement process was generally positive and constructive. Investors expressed support for our executive compensation program, including the design of our annual bonus plan and long-term incentive plan and its emphasis on performance-based equity. The feedback from investors regarding our executive compensation program, as well as other governance and other ESG matters, was reported to our board. We will continue to engage with our shareholders in order to receive any feedback they may have regarding the Company.

 41

Compensation Discussion and Analysis

Pay-For-Performance Commitment

Teradata is committed to rewarding talent that drives our organizational success. In 2020, 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. Moving forward, we will continue to drive this philosophy and our core principles in all our talent and rewards programs.

The Committee has designed the compensation program for our current named executive officers to reflect the importance placed on Company and business achievement in a high-performing culture. To that end, our core compensation program is closely aligned with Company performance and consists of base salary, annual incentives and long-term equity incentives as assessed over a 3-year period. As illustrated below, in 2020, approximately 92% of the target total direct compensation for our CEO, Mr. McMillan, and approximately 88% for the other named executive officers (excluding Mr. Lund, our former Interim CEO) was performance-based.

42     2021 PROXY STATEMENT

SECTION 2: COMPENSATION PHILOSOPHY

AND GOVERNANCE

Our executive compensation program is designed to attract, retain and align our business leaders with our goals to drive financial and strategic growth, while also delivering long-term stockholder value. Like our business, this program must be dynamic and adjusted regularly to align with our intensely competitive and changing business, particularly as the Company pursues its business transformation. Underlying this evolving structure, all our compensation programs promote sound governance and balance, driving results while mitigating risks. To that end, the Committee has implemented governance best practices to reduce compensation risks and to align compensation with industry norms and stockholder interests. See Section 6 of this CD&A for more details regarding some of these key policies and practices.

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 so that we can recover cash or equity incentive compensation based on financial results that were later restated and can 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
NO EXCISE TAX GROSS-UPs in Company severance plans	NO HEDGING OR PLEDGING of Company stock by executive officers	NO “REPRICING” of stock options or granting of discounted stock options	NO FIXED TERM EMPLOYMENT AGREEMENTS OR DEFINED BENEFIT PLANS

 43

SECTION 3: CORE COMPENSATION PROGRAM

Summary of 2020 Compensation Decisions

Base Salary

We provide a base salary to retain and attract key executive talent and to align our compensation with market practices. Base salaries are reviewed and established by the Committee on a competitive basis each year commensurate with executives with similar experience levels and capabilities.

The Committee approved an initial base salary for Mr. McMillan of $800,000, which was negotiated at the time he was elected President and CEO. This salary level was based on the competitive market data. The Committee approved an increase in base salary for Ms. Ashton to $430,000 in connection with her promotion as Chief Product Officer, which was also based on the competitive market data.

The base salary levels for each of our other current named executive officers remained unchanged from 2019 levels.

NAME	ANNUAL BASE SALARY
Stephen McMillan		$800,000
Victor Lund		$1,000,000
Mark Culhane		$510,000
Daniel Harrington		$500,000
Hillary Ashton		$430,000
Kathleen Cullen-Cote		$450,000
Scott Brown		$550,000

Annual Bonus Awards

Our named executive officers, other than Mr. Lund as Interim CEO, participated in our 2020 annual bonus program under the Teradata Corporation Management Incentive Plan (the “2020 Management Plan”).

The Committee approved (i) an initial 2020 target annual bonus opportunity of 125% of base salary for Mr. McMillan, which was negotiated at the time he was elected President and CEO, and (ii) an increase in the 2020 target annual bonus opportunity of 100% of base salary for Ms. Ashton when she was promoted to Chief Product Officer (up from 80% of base salary as approved in February 2020). These target opportunities were consistent with competitive market data. The target incentive opportunity for each of the other named executive officers who participated in the 2020 Management Plan remained unchanged from 2019 levels.

NAME	TARGET OPPORTUNITY     (AS % OF BASE SALARY)
Stephen McMillan	125%
Mark Culhane	100%
Daniel Harrington	100%
Hillary Ashton	100%
Kathleen Cullen-Cote	80%
Scott Brown*	100%

* As a result of his departure from the Company in October 2020, Mr. Brown did not receive a 2020 annual bonus payment.

44     2021 PROXY STATEMENT

Section 3: Core Compensation Program

Total payouts under the 2020 Management Plan are based primarily on our achievement of two key financial measures: ARR growth and non-GAAP operating margin as a percentage of revenue, which are calculated as described below.

MEASURE	WEIGHT	BUSINESS OBJECTIVE	DEFINITION
ARR Growth	60%	A measure that stockholders use to determine the extent to which we are shifting to a more predictable business model that is intended to drive consistent revenue growth over time.	The year-over-year growth of the contract value for all active and contractually binding term-based contracts at the end of a period (including cloud offerings, maintenance, software upgrades, subscription licenses, rentals and managed services).
Non-GAAP Operating Margin as a % of Revenue	40%	A measure that helps to focus management on delivering profitable growth.	Reported operating income, adjusted to exclude stock-based compensation expense and other special items, divided by the Company’s total reported revenue.

Importance of ARR Growth: ARR growth is the paramount measure for our business and strategy. Therefore, it is included as a performance measure in both the 2020 Management Plan (calculated on an annual basis) and the 2020-2022 long-term incentive program (calculated over a 3-year period). The Committee intends to motivate our executives to achieve ARR growth over both annual and 3-year periods to track the overall health of our Company and gauge our long-term growth and momentum. The Committee believes that the overlap of this measure reduces the risk that any actions would be taken to sacrifice long-term growth to meet annual targets or vice versa.

To reflect the Company’s cloud-first strategy, the Committee is introducing a cloud-related financial measure for our 2021 annual bonus program as the Company has recently begun to externally report public cloud ARR growth metrics.

The following chart sets forth the 2020 ARR growth and non-GAAP operating margin as a percentage of revenue targets under the 2020 Management Plan. The Committee believed that the target levels for the financial measures were sufficiently rigorous and aligned with stockholder interests. In the case of the ARR growth target, we set the target at a level consistent with our ARR growth rate in 2019, in light of the risk of potential churn of customer contracts for our subscription-based business, as further described below.

FINANCIAL MEASURE (1)	50% (THRESHOLD)		100% (TARGET)		200% (MAXIMUM)		ACTUAL PERFORMANCE (1)			ACHIEVEMENT LEVEL
ARR Growth (2)		7%		9%		11%		9.2	%		110	%
Non-GAAP Operating Margin as a Percentage of Revenue (2)		8%		10%		12%		11.0%			150	%
Total											126	%

(1) No payout can be earned for either measure unless and until the Company achieves the threshold level of ARR growth.

(2) When establishing the performance objectives under the 2020 Management Plan, the Committee also approved adjustments to actual performance to exclude the impact of foreign currency exchange rates from pre-established plan rate levels, which resulted in a 2% adjustment to ARR growth and a 1.5% adjustment to non-GAAP operating margin as a percentage of revenue.

A meaningful portion of our ARR is comprised of subscription revenue. A substantial majority of the subscription contracts contain cancellation for convenience clauses, which means that we recognize the revenue ratably over the term of the contract. As of the beginning of 2020, only a small number of the subscription contracts had been up for renewal; however, the number of renewal options increase significantly in each of 2020, 2021 and 2022. We did not have historical perspective to predict renewal rates for 2020, because (i) only a small number of these contracts had been up for renewal prior to 2020, and (ii) unlike our old perpetual license model, the customers did not own the underlying software and hardware in a subscription. To mitigate the risk profile of this new model, we have established customer success programs, which are designed to limit the potential churn of customer contracts. Nonetheless, based on the factors outlined above, the Committee approved an ARR growth target of 9% under the 2020 Management Plan, which was below the 2019 ARR growth target of 11%, but equal to the actual ARR growth rate under the 2019 Management Plan.

 45

Section 3: Core Compensation Program

Payouts of Annual Bonuses

Each named executive officer who remained employed through the end of the year was eligible to receive a payout under our 2020 Management Plan equal to 126% of his or her target annual incentive opportunity, based on our performance relative to the financial measures described above. However, this achievement level was subject to a +/- 25% modifier based on individual performance objectives. These adjustments, along with the final achievement level for each named executive officer, are listed below:

Name*	Achievement Level After Financial Performance	Adjustment for Individual Performance	Final     Achievement     Level
Stephen McMillan	126%	0%		126	%
Victor Lund	Did Not Participate
Mark Culhane	126%	0%		126%
Daniel Harrington	126%	0%		126%
Hillary Ashton	126%	0%		126%
Kathleen Cullen-Cote	126%	0%		126%

* As a result of his departure from the Company in October 2020, Mr. Brown did not receive a 2020 annual bonus payment.

The 2020 annual bonus payment amounts are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table of this proxy statement on page 56. Each of our named executive officers who participated in the bonus program elected to receive payment of the 2020 annual bonus in the form of fully vested shares under the ISPP. For more information on the 2020 Management Plan for our named executive officers, please refer to the “Grants of Plan-Based Awards” section on page 58 of this proxy statement.

Signing Bonus

In connection with his election as President and CEO, Mr. McMillan was paid a $500,000 signing bonus, which is subject to a repayment obligation of $250,000 (net of taxes) if his employment is terminated with cause or he resigns for any reason other than good reason during his first year of employment, and $125,000 (net of taxes) if his employment is terminated with cause or he resigns for any reason other than good reason during his second year of employment. This signing bonus was intended to replace incentive compensation that Mr. McMillan forfeited at his prior employer and as an inducement to join the company.

In addition, Ms. Ashton received a signing bonus of $300,000 in connection with her joining the Company to compensate her for compensation she was foregoing at her former employer and as an inducement to join Teradata. Ms. Ashton’s signing bonus is subject to a repayment obligation of $150,000 if her employment is terminated for cause or she resigns for any reason during her second year of employment.

46     2021 PROXY STATEMENT

Section 3: Core Compensation Program

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 evolved over the past several years to reflect the core performance metrics and incentive structure the Committee believed was necessary to drive our long-term success through the transition to a subscription-based business model in a manner that was reflective of feedback received from investors during our shareholder engagement process. 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 2017. As noted in the chart below, consistent with our cloud-first strategy, the Committee is introducing a cloud-based financial performance measure for our 2021 long-term incentive program.

Long-Term Equity Program Evolution

 47

Section 3: Core Compensation Program

Annual Grants – 2020

In 2020, the Committee made long-term incentive grants to eligible named executive officers at levels that were intended to align their total direct compensation levels with the market data. Of special note, the Committee approved (i) an initial target 2020 long-term incentive opportunity of $8,500,000 for Mr. McMillan, which was negotiated at the time he was elected President and CEO and was in addition to his new-hire grant described below, and (ii) an additional long-term incentive opportunity of $1,300,000 for Ms. Ashton when she was promoted to Chief Product Officer (as a supplement to the $1,500,000 target opportunity granted in February 2020), for additional retention and to reflect the importance of this role at the Company. Mr. Harrington’s long-term incentive opportunity was increased from 2019 levels to reflect his expanded responsibilities within the organization during the year. Mr. Lund did not participate in the 2020 long-term incentive program. The target opportunity for each of the named executive officers who participated in the 2020 long-term incentive program were as follows:

NAME	LONG-TERM INCENTIVE OPPORTUNITY
Stephen McMillan	$8,500,000
Mark Culhane	$3,600,000
Daniel Harrington	$3,100,000
Hillary Ashton	$2,800,000
Kathleen Cullen-Cote	$2,200,000
Scott Brown	$3,100,000

In 2020, we continued our commitment to pay for performance by allocating 60% of the long-term incentive opportunity to performance-based RSUs and 40% to service-based RSUs. This allocation between performance-based and time-based awards is consistent with the market data and feedback received from stockholders as part of our engagement program. The performance-based RSUs will be earned if Teradata achieves two equally weighted financial goals during the 3-year performance period ending December 31, 2022, which were designed to help position the Company as a consumption-based technology leader in the analytics and software-as-a-service industry as described below. The service-based awards 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.

2020-2022 PERFORMANCE MEASURES	RATIONALE
Compounded ARR Growth. 50% of the award is based on a target level of compounded annual ARR growth over the 3-year period.	ARR growth is a measure that stockholders use to determine the extent to which we are shifting to a more predictable business model that is intended to drive more consistent revenue growth over time.
Free Cash Flow as a Percentage of Revenue. 50% of the award is based on double-digit free cash flow as a percent of the Company’s total reported revenue over the 3-year period. Free cash flow is defined as cash provided by/used in 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 ending December 31, 2022.	The free cash flow as a percent of revenue measure reflects our long-term ability to generate cash and profitability.

Sign-on Grants

In connection with his election as President and CEO, and in addition to his 2020 annual grant, Mr. McMillan received a new-hire grant of service-based RSUs, with a target value equal to $4,662,327, which was intended to offset compensation that he was forfeiting from his prior employer. This new hire award was subject to the following vesting schedule: 45% of the RSUs vested on December 1, 2020, 42% of the RSUs vest on the first anniversary of the date of grant, and 13% of the RSUs vest on the second anniversary of the date of grant, in each case subject to continued employment.

48     2021 PROXY STATEMENT

Section 3: Core Compensation Program

Retention Grants

The Committee approved several retention grants (or retention incentives) during 2020. These awards were not made in connection with, or as a result of, the financial turmoil initiated by the COVID-19 pandemic. Instead, the awards were made to secure the retention of our management team during the CEO transition and the implementation of our business strategy.

In March 2020, each of Mr. Culhane and Mr. Harrington received a grant of service-based RSUs with a grant value of $2.4 million. The RSUs generally vest in equal annual installments over three years. These grants were made because the Committee views each of Mr. Culhane and Mr. Harrington as critical to the successful execution of the Company’s strategy in light of the CEO transition and other factors, including: (i) in the case of Mr. Culhane, his market positioning and proven financial experience and expertise, and (ii) in the case of Mr. Harrington, his deep knowledge of the Company and his added responsibilities with respect to the Company’s cloud-based initiatives until Ms. Ashton’s appointment as our Chief Product Officer.

● The Committee’s decision to grant service-based RSUs was made upon consideration of competitive market practices with respect to the nature of retention grants for key executives.

● As an additional retention incentive given the CEO transition: (i) the March 2020 grants of service-based RSUs granted to each of Mr. Culhane and Mr. Harrington vest in full if the Company terminates his employment without cause, and (ii) a limited number of service-based RSUs granted in 2019 to each of Ms. Ashton (up to 50,000 shares) and Ms. Cullen-Cote (up to 50,000 shares) are eligible for additional accelerated vesting treatment in the event that she is terminated without cause prior to July 1, 2021.

Payout of Performance-Based RSUs for the 2018 – 2020 Performance Period

As part of our annual 2018 long-term incentive plan, we granted performance-based RSUs to our named executive officers who were employed by the Company at that time (i.e., Mr. Culhane, Mr. Harrington and Mr. Lund).

One half of the performance-based RSUs provided an opportunity to earn shares based on the extent to which we achieve three separate annual goals related to the percentage of subscription-based bookings. This measure tracks our percent of total contract value for subscription-based bookings compared to total contract value for subscription-based and perpetual license bookings, which demonstrates to investors our ability to execute our strategy by growing a more reliable and profitable revenue stream. At the beginning of each year of the performance period, we set an annual goal for the percentage of subscription-based bookings. After the end of each year, we communicated the achievement level for the prior year to participants and set the next annual goal. The achievement levels for each year of the 3-year performance period were averaged to determine the actual payout level for subscription-based bookings. The performance goals and targets for 2018, 2019 and 2020, along with actual results for each year, are as follows:

	Annual Performance Goals*			Results and Payouts
Percent of Total Contract Value for Subscription-Based Bookings versus Total Bookings	Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)	Actual Results	Payout Percentage
2018	40%	50%	60%	79%	200%
2019	60%	70%	80%	88%	200%
2020	88%	91%	94%	93%	167%

* For each performance period, no payout could be earned unless and until we achieved a 10% non-GAAP operating margin. Our non-GAAP operating margin was 10.1%, 12.9% and 11.0% for 2018, 2019, and 2020, respectively, and thus the non-GAAP operating margin “gate” was met for each performance period.

As illustrated above, we have been highly successful in converting customers from perpetual to subscription-based purchasing options, which has resulted in more ratable revenue recognition and increased the predictability of our revenue during this period and for years to come.

 49

Section 3: Core Compensation Program

The other half of the performance-based RSUs provided an opportunity to earn shares based on the extent to which we achieved double-digit target level compounded annual ARR growth over the 3-year period, as follows:

	2018-2020 Performance Goals			Results and Payouts
Compounded Annual ARR Growth	Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)	Actual Results	Payout Percentage
2018-2020	8%	10%	12%	10.5%	125%

In determining the performance achievement for compounded annual ARR growth as described in the above table, when applying the foreign currency adjustment in accordance with the design of the awards, the Committee determined to exclude the extraordinary impact of Argentina inflation, which, if not excluded, would have resulted in a maximum (200%) payout for this measure. The Committee believes that this methodology is consistent with the intended design of the awards.

Based on the actual results for the 2018-2020 performance period relative to the goals outlined above, the weighted average payout percentage for each of Mr. Culhane, Mr. Harrington and Mr. Lund for the 2018-2020 performance-based RSUs was 157%.

50     2021 PROXY STATEMENT

SECTION 4: COMPENSATION CONSULTANT AND PEER GROUP

Compensation Consultant

When setting 2020 compensation levels for the named executive officers, the Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as the Committee’s independent compensation consultant, reporting directly to the Committee and serving at the sole discretion of the Committee.

During its engagement, FW Cook 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.

Peer Group

The Committee examines the compensation peer group on an annual basis, with input from management and its independent compensation consultant. When establishing base salary and annual and long-term incentive levels in early 2020, the Committee continued to use the following criteria to select the compensation peer group, as developed with assistance from FW Cook:

• Revenue of between one-third to three times our size,

• Market capitalization of between one-third to six times our size,

• U.S.-based (or Canada-based with a U.S.-style pay model and disclosure), and

• Software, internet software and services.

The following chart lists the companies in our compensation peer group for 2020 compensation decisions.

Akamai Technologies	FICO	Palo Alto Networks, Inc.
Autodesk, Inc.	Fortinet, Inc.	PTC Inc.
Cadence Design Systems	NetApp, Inc.	ServiceNow
Citrix Systems, Inc.	NortonLifeLock Inc.	Splunk Inc.
DocuSign, Inc.	Nuance Communications	Synopsys, Inc.
Dropbox, Inc.	OpenText Corporation

The Committee regularly reviews the performance of its independent compensation consultant and periodically issues a request for proposal (“RFP”) in the marketplace, which it did in mid-2020. After considering the various responses to the RFP, the Committee retained Radford Rewards Solutions at Aon plc (“Aon”) as its independent consultant in August 2020. In 2020, our Human Resources department purchased compensation surveys and reports from Aon at a cost of approximately $54,000. Aon also advises our board on its director compensation program.

Management also engaged with Aon affiliates of Radford, for various insurance-related products and services, covering health and benefits, pension-related services, other insurance brokerage services and risk services to the business. The aggregate Aon revenue from these additional services in 2020 (not related to Aon’s compensation committee consulting services) was approximately $1,130,000. Although the Committee was aware of the nature of the services performed by Aon affiliates and the compensation surveys and reports provided by Radford, the Committee did not review and approve such services, surveys, reports and insurance premiums and policies, as those were reviewed and approved by management in the ordinary course of business.

 51

Section 4: Compensation Consultant and Peer Group

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.

The Committee worked with Aon to evaluate our compensation peer group. As part of this process, the Committee, upon the advice of Aon, updated Teradata’s criteria used to select the compensation peer group to better reflect our current growth strategy, business model and market for executive talent. The new criteria 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.

After completing these four steps, Aon proposed, and the Committee approved, the following companies for inclusion in the new compensation peer group, as set forth below. The new peer group better reflects the size of the Company and our position in the marketplace, as we are closer to the median of the peer group.

COMPANY	REVENUE (in millions)		APPROX. # OF EMPLOYEES		COMPANY	REVENUE (in millions)		APPROX. # OF EMPLOYEES
		$10,811		31,000			$1,304		6,500
		$10,509		42,000			$1,294		4,003
		$5,412		10,800			$1,265		909
		$3,408		8,014			$1,050		3,658
		$3,237		9,000			$940		3,400
		$3,110		14,400			$794		2,723
		$2,707		7,200			$696		2,046
		$2,594		8,238			$592		2,037
		$2,490		3,600			$586		2,248
		$2,359		5,800			$503		6,170
		$1,913		2,760			$440		3,400
		$1,836		7,543

52     2021 PROXY STATEMENT

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:

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.

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.

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 top level of benefits under the Executive Severance Plan in the event of a qualifying termination of employment:

Severance Benefits •   Salary and target bonus continuation for one year;   •   A prorated annual cash incentive bonus for the year of termination (generally based on the executive’s “target” bonus opportunity and actual Company performance as determined 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 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).**

 53

Section 5: Severance, Change in Control and Other Benefits

*See discussion under “Retention Grants” on page 49 of this CD&A regarding additional accelerated vesting treatment provided to Ms. Ashton and Ms. Cullen-Cote.

**Also, Mr. McMillan’s New Hire Award is subject to accelerated vesting in full, and each of his time-based and performance-based RSUs granted under the 2020 long-term incentive program is subject to pro-rated vesting (subject to a minimum of two years of vesting credit), upon a termination of Mr. McMillan’s employment by Teradata without cause or by McMillan with good reason (with the performance-based award vesting based on actual performance results for the entire performance period).

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 CIC Plan and 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 beginning on page 62 of this proxy statement.

Victor Lund

In connection with Mr. McMillan’s election as President and CEO, Mr. Lund resigned as a director and as an employee of Teradata. Under the terms of Mr. Lund’s outstanding equity awards, his unvested performance-based and service-based RSUs vested in full (with payout of any performance awards subject to actual performance results during the applicable performance period). Mr. Lund did not participate in our Executive Severance Plan and thus did not receive any payment under this plan, and he did not otherwise receive any other severance payment, upon his departure.

Following his resignation, Mr. Lund served as an advisor to Mr. McMillan for the remainder of 2020 in exchange for a monthly consulting fee of $83,333.33. At the time, Mr. Lund had a deep knowledge of the Company and its strategy, as well as experience as a CEO of international public companies. Because Mr. McMillan was a first-time CEO, the board believed that Mr. Lund could provide valuable transition support services as part of Mr. McMillan’s onboarding and transition process.

Scott Brown

Mr. Brown, our former Chief Revenue Officer, departed the Company on October 30, 2020, having accepted an offer to become president and CEO of a privately-held technology company that does not compete with Teradata. Because Mr. Brown voluntarily resigned, he did not receive any payment under the Executive Severance Plan or any other severance payment.

Perquisites

From time-to-time we offer travel-related perquisites to our named executive officers. In particular, during 2020, Teradata covered the commuting expenses for Mr. Culhane, including the cost of housing and transportation in connection with his travel to our headquarters in San Diego. During 2020, Teradata similarly provided Ms. Cullen-Cote with an allowance for travel to our headquarters in San Diego, reimbursing her for expenses (including the cost of housing and transportation) up to $5,000 per month. Because of the Company’s work-from-home mandate in response to the COVID-19 pandemic, Mr. Culhane and Ms. Cullen-Cote were not required to travel to San Diego during most of 2020, however, they continued to receive this benefit due to housing lease commitments and the indefinite nature of the impact of the pandemic on the Company’s return to work plans.

Likewise, Mr. McMillan receives a gross monthly allowance of $15,000 to cover his commuting expenses in connection with his travel to our headquarters in San Diego. As described above, Mr. McMillan was unable to travel to San Diego as planned during the year due to Teradata’s work-from-home mandate as a result of the pandemic. Once we re-open our San Diego office and resume business travel, it is expected that Mr. McMillan will be commuting to our headquarters in San Diego on a frequent basis, and the allowance Mr. McMillan has received will be used toward his travel expenses and the housing costs he expects to incur in San Diego. The Company does not otherwise have any other obligation to reimburse Mr. McMillan for any of his commuting expenses, and this allowance may be revisited by the Committee on an annual basis.

Also, in 2020, Teradata covered (1) the cost of spousal travel for each of Ms. Ashton, Mr. Brown, Mr. Culhane, Ms. Cullen-Cote, and Mr. Harrington in connection with a Company recognition event held prior to the work-from-home mandate, (2) the costs of Ms. Ashton’s relocation to San Diego (on a grossed-up basis, consistent with her relocation benefit), and (3) reimbursement up approximately $9,000 in legal fees that Mr. McMillan incurred in connection with negotiating his offer letter.

54     2021 PROXY STATEMENT

SECTION 6: OTHER COMPENSATION POLICIES AND PRACTICES

We maintain several key compensation policies and practices that reinforce our pay for performance culture and promote the alignment of the interests of our executives and our stockholders, including the following:

POLICY/PRACTICE	DESCRIPTION
Stock Ownership   Guidelines	Each covered executive is required to hold Company shares with a value that equals or exceeds a multiple of their base salary: 6x for the CEO and 3x for the other named executive officers. In addition, the executives are subject to retention guidelines so that each covered executive must retain at least 50% of vested shares, net of taxes, until he or she attains the required ownership threshold. Executives generally have 5 years to attain the required ownership level. Each of our current named executive officers exceeded his or her required ownership level as of December 31, 2020.
Clawback and Harmful   Activity Policies	We maintain a Compensation Recovery Policy (commonly referred to as a clawback policy), which generally provides that we may recover performance-based compensation if the payout was based on financial results that were subsequently restated. This policy supports 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 should be held to this higher standard of accountability. We also retain the right to cancel outstanding equity awards and recover realized gains if executives are terminated for cause or engage in certain “harmful activity,” such as violating a non-competition or non-solicitation covenant.
Prohibition on   Pledging   and Hedging	Our insider trading policy prohibits our named executive officers from hedging and from pledging Teradata securities. For more information regarding our policy with respect to hedging and pledging of Teradata securities, see “Policy Regarding Hedging and Pledging of Teradata Securities” on page 17 of this proxy statement.
Compensation Risk   Assessment	Members of management from our human resources, legal and risk management groups assess whether our compensation policies and practices encourage excessive or inappropriate risk taking by our employees. This assessment includes a review of the risk characteristics of our business, our internal controls and related risk management programs, the design of our incentive plans and policies, and the impact of risk mitigation features. Management reports its findings to the Board of Directors and, based on that analysis, we do not believe that our compensation programs for employees are reasonably likely to have a material adverse effect on the Company.
Tax Considerations	The Tax Cuts and Jobs Act, enacted in December 2017, included a number of significant changes to Section 162(m) of the Internal Revenue Code, as amended (“Section 162(m)”), such as the repeal of the qualified performance-based compensation exemption and the expansion of the definition of “covered employees” (for example, by including the chief financial officer and certain former named executive officers as covered employees). As a result of these changes, except as otherwise provided in the transition relief provisions of the Tax Cuts and Jobs Act, compensation paid to any of our covered employees generally will not be deductible in 2018 or future years, to the extent that it exceeds $1 million. As has historically been the case, the Committee reserves the ability to pay compensation to our executives in appropriate circumstances, even if such compensation is not deductible under Section 162(m).

 55

COMPENSATION TABLES

2020 Summary Compensation

The following table summarizes the total compensation paid to, or earned by, each of our named executive officers for the fiscal year ended December 31, 2020, and the prior two fiscal years.

Name and Principal Position	Year		Salary (1) ($)		Bonus (2) ($)	Stock Awards (3) ($)		Option Awards (4) ($)	Non-Equity Incentive Plan Compensation (5) ($)		All Other Compensation (6) ($)		Total ($)
Stephen McMillan		2020		446,154	500,000		12,539,602			714,575		129,200		14,329,531
Chief Executive Officer
Victor Lund		2020		480,769			-			-		584,188		1,064,957
Former Interim President and Chief Executive Officer		2019		660,000			4,280,196			-		855		4,941,051
		2018		800,000			6,153,372			1,812,500		1,206		8,767,078
Mark Culhane		2020		529,616			5,249,683			642,600		85,916		6,507,815
Chief Financial Officer		2019		502,731			3,820,974			357,000		88,776		4,769,481
		2018		475,000			2,171,778			757,625		57,957		3,462,361
Daniel Harrington		2020		519,231			4,812,200			630,000		16,709		5,978,140
Chief Services Officer		2019		493,607			2,122,785			350,000		29,850		2,996,242
		2018		469,220			1,266,889			748,407		15,350		2,499,866
Hillary Ashton		2020		442,981	300,000		2,616,768			469,956		143,493		3,973,198
Chief Product Officer
Kathleen Cullen-Cote		2020		467,308			1,924,888			453,600		61,943		2,907,739
Chief Human Resources Officer		2019		173,077	300,000		4,045,548			108,360		28,451		4,655,436
Scott Brown		2020		486,539			2,712,338			-		17,418		3,216,295
Former Chief Revenue Officer		2019		275,000			8,324,083			207,900		5,485		8,812,468

(1) This column shows base salary earned during the applicable year.

(2) For 2020, this column shows the sign-on bonus paid to Mr. McMillan in connection with his election as Chief Executive Officer. This amount is subject to a repayment obligation of $250,000 (net of taxes) if his employment is terminated with cause or he resigns for any reason other than good reason during his first year of employment, and $125,000 (net of taxes) if his employment is terminated with cause or he resigns for any reason other than good reason during his second year of employment. For 2020, this column shows the sign-on bonus paid to Ms. Ashton upon joining the Company to compensate her for compensation she was foregoing at her former employer and as an inducement to join Teradata. For 2019, this column shows the sign-on bonus paid to Ms. Cullen-Cote upon joining the Company to compensate her for a bonus she was foregoing at her former employer and as an inducement to join Teradata.

(3) 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 (“FASB ASC Topic 718”), of performance-based and service-based restricted share units (“RSUs”) granted in the applicable year. For the performance-based RSUs granted in 2020, the following table sets forth the target number of units, their “target” grant date fair value reflected in the Stock Awards column above, and their grant date fair value assuming that the highest level of performance would be achieved. For assumptions, refer to Note 7 of the Notes to Consolidated Financial Statements contained in our 2020 Annual Report.

56     2021 PROXY STATEMENT

Compensation Tables

Name	Target Number of Annual PBRSUs	Probable Grant Date Fair Value	Maximum Grant Date Fair Value
Stephen McMillan	219,355	$4,858,713	$9,717,426
Victor Lund	-	-	-
Mark Culhane	94,779	$1,889,893	$3,779,786
Daniel Harrington	81,615	$1,627,403	$3,254,806
Hillary Ashton	72,209	$1,570,065	$3,140,130
Kathleen Cullen-Cote	57,921	$1,154,945	$2,309,890
Scott Brown	81,615	$1,627,403	$3,254,806

(4) There were no stock options granted in 2018-2020.

(5) This column reflects the bonus earned by our named executive officers under the annual bonus program for the applicable year. For 2020, each participating named executive officer elected to receive payment in shares. For more information concerning the 2020 annual incentive, see the Annual Bonus Awards discussion in the Compensation Discussion and Analysis section beginning on page 44 of this proxy statement.

(6) The amounts reported in this column for 2020 include the following:

	Other Compensation
Name	Spousal Travel	Commuting Expense	Relocation Expenses	Company Contributions to 401(k)	Value of Life Insurance Premiums Paid by Company	Tax Gross- Ups	Legal Fees	Total
Stephen McMillan	-	105,000	-	14,250	855	-	9,095	129,200
Victor Lund	-	-	-	-	855	-	-	855
Mark Culhane	3,496	67,315	-	14,250	855	-	-	85,916
Daniel Harrington	1,389	-	-	14,250	1,070	-	-	16,709
Hillary Ashton	5,766	23,919	69,914	14,250	969	28,675	-	143,493
Kathleen Cullen-Cote	2,377	44,461	-	14,250	855	-	-	61,943
Scott Brown	1,133	10,800	-	4,231	1,254	-	-	17,418

In addition to the compensation Mr. Lund received as Interim President and Chief Executive Officer through June 8, 2020, which is set forth in the Salary column of the Summary Compensation Table, Mr. Lund received a total of $583,333.33 in fees for his service as an advisor to Mr. McMillan from June 8, 2020 through December 31, 2020. For more information, see the discussion regarding Mr. Lund’s consulting arrangement in the Compensation Discussion and Analysis section beginning on page 37 of this proxy statement.

 57

Compensation Tables

2020 Grants of Plan-Based Awards

The following table summarizes information for each named executive officer regarding (i) estimated payouts under the 2020 annual bonus program, (ii) estimated payouts for the performance-based RSUs (also referred to as PBRSUs) that were granted in 2020, and (iii) service-based RSUs that were granted in 2020.

Name	Grant Date		Approval Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards  (1)						Estimated Possible Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock Units (3)		Option Awards: Number of Shares Underlying Options		Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock and Option Awards (4)
					Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		(#)		(#)		($/sh)		($)
Stephen McMillan
Bonus Program						500,000		1,000,000		2,000,000
PBRSUs		06/09/2020		05/04/2020								109,678		219,355		438,710								4,858,713
RSUs		06/09/2020		05/04/2020														200,530						4,441,739
RSUs		06/09/2020		05/04/2020														146,237						3,239,150
Victor Lund
Bonus Program						-		-		-
PBRSUs		-		-								-		-		-		-		-		-		-
RSUs		-		-								-		-		-		-		-		-		-
Mark Culhane
Bonus Program						255,000		510,000		1,020,000
PBRSUs		03/01/2020		02/27/2020								47,390		94,779		189,558								1,889,893
RSUs		03/01/2020		02/27/2020														63,186						1,259,929
RSUs		03/01/2020		02/27/2020														105,309						2,099,861
Daniel Harrington
Bonus Program						250,000		500,000		1,000,000
PBRSUs		03/01/2020		02/27/2020								40,808		81,615		163,230								1,627,403
RSUs		03/01/2020		02/27/2020														54,410						1,084,936
RSUs		03/01/2020		02/27/2020														105,309						2,099,861
Hillary Ashton
Bonus Program						215,000		430,000		860,000
PBRSUs		03/01/2020		02/27/2020								19,746		39,491		78,982								787,450
PBRSUs		09/01/2020		08/24/2020								16,359		32,718		65,436								782,615
RSUs		03/01/2020		02/27/2020														26,327						524,960
RSUs		09/01/2020		08/24/2020														21,812						521,743
Kathleen Cullen-Cote
Bonus Program						180,000		360,000		720,000
PBRSUs		03/01/2020		02/27/2020								28,961		57,921		115,842								1,154,945
RSUs		03/01/2020		02/27/2020														38,613						769,943
Scott Brown
Bonus Program						275,000		550,000		1,100,000
PBRSUs		03/01/2020		02/27/2020								40,808		81,615		163,230								1,627,403
RSUs		03/01/2020		02/27/2020														54,410						1,084,935

(1) The information included in the “Threshold”, “Target” and “Maximum” columns reflects the range of potential payouts under the 2020 annual bonus program (i.e., non-equity incentive plan awards) when the performance goals were established by the Committee. The actual amounts of the annual incentive awards earned for 2020 are reflected in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.

(2) The information included in the “Threshold”, “Target” and “Maximum” columns reflects the range of potential payouts under the performance-based RSUs granted in 2020. Those performance-based RSUs are earned based on the extent to which specified financial performance goals are achieved over a three-year period ending December 31, 2022. The units earned generally vest on the date, following the end of the 3-year performance period, that the Committee certifies the achievement of the applicable performance goals, provided the executive remains employed by the Company.

(3) Reflects the number of service-based RSUs granted in 2020, which generally vest in equal installments over three years from the date of grant, provided that the executive remains employed by the Company. In connection with his election as President and Chief Executive Officer, Mr. McMillan received a new hire grant of service-based RSUs covering 200,530 shares, which was intended to offset compensation that he was forfeiting from his prior employer. This new hire award was subject to the following vesting schedule: 45% on December 1, 2020, 42% on the first anniversary of the date of grant, and 13% on the second anniversary of the date of grant, in each case subject to continued employment.

(4) Reflects the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, of the performance-based and service-based RSUs granted during 2020. See footnote 3 of the Summary Compensation Table beginning on page 56 of this proxy statement for the assumptions used to calculate these values.

58     2021 PROXY STATEMENT

Compensation Tables

2020 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information for each named executive officer with respect to (i) each stock option that had not been exercised and remained outstanding as of December 31, 2020, and (ii) each award of performance-based RSUs and service-based RSUs that had not vested and remained outstanding as of December 31, 2020.

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Name	Grant Date	Option Awards				Stock Awards				Equity Incentive Plan Awards
		Number of Securities Underlying Unexercised Options(1) (#)	Number of Securities Underlying Unexercised Options(2) (#)	Option Exercise Price(3) ($)	Option   Expiration   Date	Number of Shares or Units of Stock That Have Not Vested(4) (#)		Market Value of Shares or Units of Stock That Have Not Vested(5) ($)		Number of Unearned Shares, Units or Other Rights that have not Vested (4) (#)		Market Value of Unearned Shares, Units or Other Rights that have not Vested(5) ($)
		Exercisable	Unexercisable
Stephen McMillan	06/09/2020						110,291		2,478,239
	06/09/2020										219,355		4,928,907
	06/09/2020						146,237		3,285,945
Victor Lund	11/27/2017										263,884		5,929,474
Mark Culhane	03/01/2020						105,309		2,366,293
	03/01/2020										94,779		2,129,684
	03/01/2020						63,186		1,419,789
	03/01/2019						15,508		348,465
	03/01/2019										54,275		1,219,559
	11/27/2017										93,136		2,092,756
Daniel Harrington	03/01/2020						105,309		2,366,293
	03/01/2020						54,410		1,222,593
	03/01/2020										81,615		1,833,889