corporate governance

Executive Stock Ownership Guidelines

The Board of Directors of Teradata Corporation believes that it is important for senior management’s interests to be aligned with those of stockholders and the company’s long-term success.  To that end, Teradata’s revised stock ownership guidelines, effective as of February 2017, encourage our executive officers (the “Executives”) to have an equity interest in the company at a level sufficient to assure Teradata’s stockholders of their commitment to value creation while satisfying the Executives’ need for portfolio diversification.  To the extent that the Executives have not already achieved this ownership level, they are generally expected to increase their ownership position as set forth in the guidelines.

Under Teradata’s stock ownership guidelines, the Executives are expected to own and hold a minimum number of shares of Teradata stock.  The minimum level for the Chief Executive Officer is 135,000 shares and 35,000 shares for the company’s other named executive officers. 

Executive officers are generally required to retain 100% of their shares net of taxes when options to purchase Teradata stock are exercised or restricted stock vests until the applicable minimum ownership level requirement has been achieved. For this purpose, Teradata includes service-based restricted stock and restricted stock units, stock acquired through the Company’s employee stock purchase plan, and investments in Teradata stock through the Company’s 401(k) savings plan in determining whether an Executive has met the minimum share requirement.

The Compensation and Human Resource Committee of the Teradata Board of Directors will periodically review and adjust, as appropriate, the number of shares for the minimum ownership requirement based on the price of Teradata’s common stock, competitive practice, and such other factors as it deems appropriate.

These guidelines are in addition to those for Teradata’s non-employee directors set forth in the Teradata Corporation Board of Directors Corporate Governance Guidelines