2021 was a strong year for Teradata. Our results show that “we did what we said we would do” by focusing our efforts in support of our purpose of transforming how businesses work and people live through the power of data. In particular, we made strides in broadening our market opportunity by evolving from an on-premises only, enterprise data warehouse company, to a provider of a connected multi-cloud, data platform for enterprise analytics.

Our robust strategy transformation and focus on the cloud is critical to Teradata’s success, and Teradata had many significant accomplishments in this regard. In particular, the Teradata team met or beat all the 2021 financial outlook elements that we provided – showing that we achieved significant growth in our cloud business, attracted new customers, both in the cloud and on-premises, released innovative technology, and delivered profitable growth. Noteworthy financial results are included in the Form 10-K that comprises our 2021 Annual Report, and I expect you will be pleased, just as I am. In addition, we delivered stock price improvement of 89% for our shareholders in 2021.

During 2021, we also experienced executive leadership team transitions. Our refreshed executive team brings a breadth and depth of technology experience, in addition to their functional expertise, as well as experience leading successful transformations. In addition, the composition of our executive team demonstrates our commitment to, and focus on, diversity – we have achieved gender parity, added a person of color, and also have LGBTQ+ representation. I’m confident that Teradata’s experienced, diverse, and strategy focused executive leadership team, under the leadership of Steve McMillan, is the right team to guide Teradata through the next phase of our cloud and business strategy transformation.

Our cloud capabilities and leadership were amplified in 2021 as well. For instance, we strengthened our partnerships with the top public cloud service providers (Amazon Web Services, Google Cloud, and Microsoft Azure). In addition, we demonstrated our technology capabilities and un-paralleled enterprise scale in the cloud, including by our Innovation Labs proving that our scale is capable of handling the current and future data and analytics demands of all enterprises. We received many accolades this year – such as being recognized as a leader in the Cloud Database Management Magic Quadrant by Gartner, as well as scoring first in four analytical use cases in Gartner’s Critical Capabilities for Cloud Database Management Systems, and being recognized by Forrester Wave as a leader in Cloud Data Warehouse.

Being a responsible corporate citizen is a crucial part of our ethos – it’s the right thing to do for our world, and it makes Teradata a place where people really want to work. As you will see in this proxy statement, we made significant progress on our ESG journey during 2021:

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 ESG activities and practices. Our executive compensation program continues to reflect the feedback provided through our shareholder outreach efforts and received high-level support pursuant to last year’s say-on-pay vote. Our goal is to continue to connect pay and performance and enhance the alignment of our executive compensation program with your long-term interests.

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, including as part of the qualifications matrix that we have included in the proxy statement this year.

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 virtually 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.

Sincerely,

Michael P. Gianoni

Chairman of the Board

TABLE OF CONTENTS

Proxy Summary

Voting Methods – Your Vote is Important!

Even if you plan to attend the 2022 annual meeting of stockholders virtually, 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

By Mobile Device: Scan the QR code on your Notice or Proxy Card

2022 Virtual Annual Meeting Information

Proxy Summary

Proxy Summary

Governance Highlights

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

Proxy Summary

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 2022 annual meeting, the terms for the directors in Classes I, II and III of the Board of Directors expire in 2023, 2024 and 2022, respectively.

Messrs. Fu and Gianoni and Ms. Olsen currently are Class III directors whose terms are expiring at the 2022 annual meeting.

For the reasons described below, each of the Class III directors has been nominated by the board for re-election through the 2025 annual meeting of stockholders and until their respective successors are elected and qualified.

Proxies solicited by the board will be voted for the election of the nominees, unless you instruct otherwise on your proxy. Each of the nominees is willing to serve if elected. The board has no reason to believe that these nominees will be unable to serve. However, if any one of them should be unable to serve, the board may further reduce the size of the board or designate a substitute nominee. If the board designates a substitute, shares represented by proxies will be voted for the substitute nominee.

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 nominees 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 and Attributes

Our Board of Directors currently consists of nine members whom we believe are extremely well-qualified to serve on the board and represent our stockholders’ best interests. As described under the caption “Selection of Nominees for Directors,” the board and its 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:

We believe that each of the director nominees and other directors bring these qualifications to our Board of Directors. Moreover, as reflected in the below qualifications matrix, they provide our board with a diverse complement of specific business skills, experience and perspectives, including: extensive financial and accounting 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, extensive operational and strategic planning experience, and gender, racial and ethnic diversity.

Election of Directors

Election of Directors

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 61, 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.

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 63, 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.

Election of Directors

Election of Directors

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 financial expertise

Biography:

Ms. Nelson, age 54, 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.

Class II — Current Terms Expiring in 2024:

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 58, 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.

Election of Directors

OUR CORPORATE GOVERNANCE

Overview

Our Board of Directors is elected by the stockholders to provide oversight for the management of 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:

Our Corporate Governance

Our Corporate Governance

From time to time the Board of Directors, upon recommendation of the Committee on Directors and Governance, reviews and updates our Corporate Governance Guidelines as appropriate. Our Corporate Governance Guidelines are found on our corporate governance website at www.teradata.com/governance-guidelines.

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”), which are reflected in the factors 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.

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 Mses. Bacus, Nelson and Olsen and Messrs. Chou, Fishback, Fu, Gianoni, 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 2021 that required review by the board for purposes of determining director independence.

Board Leadership Structure

Our Corporate Governance Guidelines provide 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.

Mr. Gianoni is our non-executive Chairman of the Board. 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 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.

Our Corporate Governance

Our Corporate Governance

our annual users’ conference (Teradata Universe) and our 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.

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.

Criteria used in our succession planning for potential CEO successors include, among others:

Code of Ethics

We have a Code of Conduct that sets the standard for ethics and compliance for all of our directors, and employees, including our officers, chief accounting officer, and corporate controller. Our Code of Conduct is available on our corporate governance website at www.teradata.com/code-of-conduct.

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.

Our Corporate Governance

Our Corporate Governance

The Governance Committee and the board are committed to having a Board of Directors that is diverse from a gender, race and/or ethnicity perspective and will look to add individuals to our board that have such diversity attributes, along with requisite experience, to further bolster the diversity of our board as opportunities arise. Although we do not have a formal diversity policy, the Governance Committee and the board also consider the desirability of diversity from under-represented communities, including women, people of color and different ethnicities, and LGBTQ+. The board also values diverse perspectives from different business and professional experiences, skills, backgrounds, geographical representation, and education.

While our board does 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.

Once a proposed candidate is identified, the Governance Committee may solicit the views of various board members, our CEO, and any other individuals it believes may have insight into a particular candidate. The Governance Committee may designate one or more of its members and/or other board members to interview any proposed candidate. The Governance Committee then will recommend a director nominee to the board based on its evaluation of such criteria.

As described under the caption “Director Qualifications and Attributes”, 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” for further details regarding how to nominate directors.

The directors nominated by the Board of Directors for election at the 2022 annual meeting were recommended by the Governance Committee and approved by our board following the process described above. See “Director Qualifications and Attributes” and “2022 Director Nominees” 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 have been determined by the board to be independent.

Under the board’s Corporate Governance Guidelines, if any director who is nominated for election at the 2022 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.

Committees of the Board

Each Audit Committee member meets the NYSE listing independence standards, is independent under our independence standards and is 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 in this proxy statement.

Compensation and Human Resource Committee

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 People 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 People 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 the human capital practice of Aon, plc (“Aon”) as its independent compensation consultant throughout fiscal year 2021. The committee retained Aon to assist the committee in the development of our executive compensation and benefit programs, including the amount and form of 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 People 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 in the Compensation Discussion and Analysis section of this proxy statement, in 2021, our Human Resources department purchased compensation surveys and reports from Aon at a cost of approximately $60,000. Aon also advises our board on its director compensation program. 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 Compensation Committee is set forth below in this proxy statement.

Committees of the Board

RELATED PERSON TRANSACTIONS

Under our Related Person Transactions 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 2021, there were no related person transactions, and there are not currently any proposed related person transactions, that would require disclosure under the SEC rules.

Environmental, Social and Governance

We are continually advancing our ESG efforts as we become more robust in our ESG practices. In this regard, we have focused on enhancing our ESG disclosures to better communicate our strategy, focus, and achievements. As such, in 2021 we issued our 2020 ESG Report, which was substantially refreshed from reports we had issued in the past on ESG topics. In connection with the issuance of our 2020 ESG Report, we also launched a refreshed ESG website and incorporated refreshed ESG disclosure into the presentation materials for our 2021 Investor Day and other investor content. We also are working with third parties with expertise in ESG to help us benchmark our disclosures and ESG practices, conduct an enterprise-wide materiality assessment, and collect data on our global carbon footprint, including direct and indirect greenhouse gas emissions.

		Our People and Culture Diversity, Equity, and Inclusion. Teradata’s core strength is our people, and we are keenly focused on creating an inclusive workplace where everyone feels safe and welcome to be their genuine and authentic selves. 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 DEI.   •   Teradata earned a perfect score of 100% on the Human Rights Campaign Foundation’s 2022 Corporate Equality Index and is designated as one of the Best Places to Work for LGBTQ+ Equality.   •   Our executive team has signed a pledge committing to DEI and anti-racism, providing tone at the top for our global employee population.   •   We provide coverage for domestic partners under our employee benefit plans.   •   Our DEI Advisory Board remained active in 2021 to support the Company’s mission to eradicate racism and inequality in the workplace and helped establish a Zero-Tolerance for Racism section as part of our Global Policy Against Discrimination, Harassment, and Bullying.   •   We added an anti-racism section to our global Code of Conduct.   •   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. We continued our Culture Learning Lab, Inclusive Leadership Learning Lab, and Diversity Dialogues programs that launched in 2020, all of which deliver interactive learning that heightens the behaviors and insights that build and support an inclusive culture and strive to identify and 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 Agenda, Terabytes (work-life integration), and Toastmasters International.
		•   In further support of the communities where we operate and live, we maintained and continued to support a Diversity in Technology Scholarship Program for underrepresented minorities who are pursuing STEM-related degrees.   •   We transformed our executive leadership team with the addition of new leaders (including Chief Revenue Officer, Chief Financial Officer, Chief Marketing Officer, and Chief Customer Officer) and a successful focus on achieving gender parity at the C-suite level. Over 62% of our executive leadership team is comprised of gender and/or racially diverse members.

Environmental, Social and Governance

Environmental, Social and Governance

Environmental, Social and Governance

STOCK OWNERSHIP

Ownership by Directors and Officers

This table shows our common stock beneficially owned as of February 15, 2022, by each executive officer named in the Summary Compensation Table of this proxy statement, each non-employee director, and the directors and executive officers and former executive officers as a group.

Stock Ownership

DIRECTOR COMPENSATION

Teradata’s Director Compensation Program is designed to enhance our ability to attract and retain highly qualified independent directors and to align their interests with the long-term interests of our stockholders. The program consists of both a cash component, designed to compensate independent directors for their service on the board and its committees, and an equity component, designed to align the interests of independent directors and stockholders.

The compensation of the Company’s non-employee directors under the Director Compensation Program is reviewed on an annual basis by the Governance Committee with competitive benchmarking provided periodically by an independent compensation consultant retained by the committee. For 2021, the Governance Committee engaged Aon to conduct a competitive market analysis of Teradata’s director compensation levels compared to the Company’s peers, using Teradata’s executive compensation peer group at the time. Following this process and on the recommendation of Aon, the Governance Committee determined that the compensation levels were reasonable and within market median levels and, therefore, no changes were made to the director compensation levels.

Annual Retainers

The Director Compensation Program, for the 2021-2022 board year (the period between the Company’s annual stockholders’ meetings), includes the following annual retainers:

Prior to January 1 of each year, a director may elect to receive all or a portion of his or her annual retainer in Teradata common stock instead of cash. In addition, a director may elect to defer receipt of shares of common stock payable in lieu of cash. Payments for deferred stock may be made only in shares of Teradata common stock.

Annual Equity Grant

The Director Compensation Program provides that, on the date of each annual meeting of stockholders, each non-employee director will be granted restricted share units (“RSUs”) to purchase a number of shares of Teradata common stock in an amount determined by the Governance Committee and approved by the board. For the 2021-2022 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 over a one-year period in four equal quarterly installments, and directors may elect to defer receipt of their vested shares.

Initial Equity Grant

The Director Compensation Program also provides that upon initial election to the board, each non-employee director will receive a grant of RSUs, with the same vesting schedule as the annual grant described above. For the 2021-2022 board year, the initial equity grant consisted of RSUs with a total dollar value of $75,000. Similar to the annual grant, a director may elect to defer receipt of the vested shares subject to the RSUs.

No director received an initial equity grant during 2021.

Mid-Year Equity Grant

Under the Director Compensation Program, for directors that are newly elected to the Board after the annual meeting of stockholders, the board has the discretion, based on the recommendation of the Governance Committee, to grant a mid-year

Director Compensation

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, are taken into account. As of December 31, 2021, 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, 2021.

Dated: February 25, 2022

The Compensation and Human Resource Committee:

Daniel R. Fishback, Chair

Timothy C.K. Chou, Member

John G. Schwarz, Member

Compensation Discussion and Analysis

		We executed on our strategy and culture objectives in 2021, including by:   •   Simplified the customer’s journey to the cloud, as we strengthened partnerships with the three leading cloud service providers (Amazon AWS, Google Cloud, and Microsoft Azure).   •   Expanded automation to enhance cloud migrations.   •   Hired executive leaders to oversee our marketing and sales functions who have significant experience with cloud technology and leading successful business transformations.   •   Delivered ongoing technology innovations, and demonstrated our technology capabilities and un-paralleled enterprise scale in the cloud. In particular, our Innovation Labs demonstrated that our scale is capable of handling the current and future data and analytics demands of all enterprises by successfully running 1,000 nodes on AWS with over 1,000 users submitting thousands of concurrent queries.   •   Demonstrated our commitment to continued environmental stewardship with our target for reducing our Scope 1 and Scope 2 greenhouse gas emissions by 100%.   •   Kept DEI at the forefront, as we added diverse talent, incorporated domestic partner coverage into our employee benefits, and earned recognition in the Corporate Equality Index, denoting inclusion for our LBGTQ+ employees.
		These and other advancements helped Teradata to be recognized as a leader by leading industry analysts:   •   Teradata was included in the Cloud Database Management System Magic Quadrant by Gartner™ in 2021, achieving the highest scores in ALL four cloud categories: Cloud Data Warehousing, Cloud Logical Data Warehousing, Cloud Data Lakes, and Cloud Operational Intelligence.   •   Teradata was recognized as a leader in the Forrester Wave™: Cloud Data Warehouse, Q1, 2021.   •   Teradata was ranked a Top 100 Global provider of financial technology in the IDC 2021 FinTech Rankings Top 100.
		By constant focus, vigilance and execution of our corporate strategy, we had very strong financial results for 2021 as noted below.

2021 Financial Highlights and Key Compensation Decisions

Compensation Discussion and Analysis

Compensation Discussion and Analysis

Compensation Discussion and Analysis

Compensation Discussion and Analysis

Pay-For-Performance Commitment

Teradata is committed to rewarding talent that drives our organizational success. In 2021, 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, an annual cash incentive, and long-term equity incentives as assessed over a 3-year period. As illustrated below, in 2021, approximately 92% of the target total direct compensation for our CEO, Mr. McMillan, and approximately 89% for the other named executive officers was performance-based.

Compensation Discussion and Analysis