corporate governance

Governance Guidelines


Teradata Corporation 
Board of Directors Corporate Governance Guidelines 

Adopted July 25, 2007
Amended and Restated 2008, 2010, 2013, 2014, 2016,
April 17, 2018, February 4, 2019, and February 4, 2020

Teradata's Board of Directors is elected by the stockholders to govern the affairs of the Company. The Board selects the senior management team, which is charged with the conduct of the Company's business. Having selected the senior management team, the Board acts as an advisor to senior management and monitors its performance. It engages with management to review and oversee the Company's strategies, financial objectives and operating plans, to assess and monitor major risks, and to oversee plans for managing such risks. The Board also plans for management succession of the Chief Executive Officer, as well as other senior management positions. To help discharge its responsibilities, the Teradata Board of Directors has adopted the following guidelines on significant corporate governance issues.

Size, Composition, and Independence of the Board

1. Size of the Board

The Board periodically reviews the size of the Board and determines whether any changes are appropriate, although it is the sense of the Board that a board of about ten members is about right. However, the Board would be willing to increase the size of the Board in order to accommodate the availability of an outstanding candidate.

2. Membership Qualifications and Board Balance

The Board, with input from the Committee on Directors and Governance, is responsible for periodically determining the appropriate skills, perspectives, experiences, and characteristics required of Board candidates, taking into account the Company's needs and current composition of the Board. This assessment includes, among other things, consideration of the Board’s director qualification guidelines included as Exhibit A to these guidelines. The Committee on Directors and Governance is responsible for periodically reviewing and modifying, as appropriate, these qualification guidelines. The Board evaluates individual Director nominees in the context of the Board as a whole, with the overall objective of having a balanced group that can perpetuate the Company’s long-term success and represent shareholder interests generally through the exercise of sound business judgment using its diversity and depth of experiences and perspectives.  

Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member's service as a Director and that he or she devotes the time necessary to discharge his or her duties as a Director.

3. Director Selection

The Board nominates candidates for election by the stockholders and is responsible for filling vacancies on the Board. The Committee on Directors and Governance recommends nominees for election to the Board, as well as incumbent Directors for re-election, as appropriate. In selecting individuals for nomination, the Committee seeks input from the Chairman of the Board and the Chief Executive Officer and considers individuals recommended for Board membership by the Company's stockholders in accordance with the Company's Bylaws and applicable law. The Committee evaluates all candidates using the qualification guidelines included as Exhibit A, as they may be updated by the Committee on Directors and Governance. The Committee determines if any Board members have relationships with preferred candidates who can help initiate contact with such candidates. The Committee may also use a third-party search firm to assist in identifying and contacting preferred candidates. Prospective candidates are interviewed by the Chairman of the Board, Chief Executive Officer and at least one member of the Committee on Directors and Governance. The full Board is kept informed of progress during the selection process and, once the process has been completed, makes the final decision to extend an invitation to join the Board after considering the recommendation of the Committee on Directors and Governance.

The Committee on Directors and Governance will consider candidates recommended by stockholders for nomination by the Board.  Stockholders wanting to suggest Director candidates should submit their suggestions in writing to the Corporate Secretary of the Company, providing 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 capital stock (if any) of the Company 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 Company stock.  If a stockholder submits a candidate for nomination by the Board, the candidate will be considered using the same criteria that the Board uses to evaluate other candidates for Board nomination. The foregoing procedures apply only to stockholders who wish to submit candidates for consideration as Board nominees for Director. A stockholder wanting to nominate a candidate for election as a Director must do so by following the procedures described in Article II, Section 16 or Section 17 of the Company's Bylaws. The Board, acting on the recommendation of the Committee on Directors and Governance, will determine whether any director candidates nominated for election pursuant to the proxy access or advance notice provisions of the Bylaws satisfy the applicable requirements.

4. Majority of Independent Directors

As a matter of policy, the Board believes that at least two-thirds of the Directors should be independent. The Board follows the independence standards described in Exhibit B to these Guidelines. The Board may amend these standards in the future. On an annual basis, with input and a recommendation from the Committee on Directors and Governance, the Board determines whether each outside Director meets the independence standards and discloses its determination.

5. Term Limits

The Board does not believe it should establish term limits. As an alternative to term limits, the Committee on Directors and Governance reviews a Director's continuation on the Board whenever the Director experiences a change in professional responsibilities, as a way to assure that the Director's skills and experience continue to match the needs of the Board. In addition, a Director's re-nomination is dependent upon a review conducted by the Committee on Directors and Governance.

6. Significant Job Changes

It is the view of the Board that each Director who changes his or her present employment, or who materially changes his or her position or business or professional responsibilities, should bring this change to the attention of the Chair of the Committee on Directors and Governance, with a copy to the General Counsel, and should offer to resign from the Board. The Board does not believe that each Director who has a change in position or responsibilities should necessarily leave the Board. However, the Committee on Directors and Governance reviews the continued appropriateness of Board membership under these circumstances and make a recommendation to the Board.

This same guideline applies to any inside Directors, including the Chief Executive Officer of the Company, in the event he or she no longer serves in that position. A former Chief Executive Officer of the Company serving on the Board will not be considered an independent Director, unless he or she served as Chief Executive Officer on an interim basis for a relatively short period of time.

7. Voting for Directors

Unless there is a Contested Election of Directors (as defined in the Company’s Bylaws), Directors are elected by the affirmative vote of the holders of a majority of the voting power of the stockholders present in person or by proxy at a meeting of stockholders at which Directors are being elected. If an incumbent Director is not re-elected by the required majority vote, such Director shall promptly submit an offer to resign from the Board to the Chair of the Committee on Directors and Governance with a copy to the General Counsel. The Committee on Directors and Governance, giving due consideration to the best interests of the Company and its stockholders, shall evaluate the relevant facts and circumstances, including whether the underlying cause(s) of the Director’s failure to receive the required majority vote can be cured, and shall recommend to the Board whether it should accept or reject the resignation. The Board will then make its decision, within 90 days after the election. Any Director who offers a resignation pursuant to this provision shall not participate in the Board's decision. The Board 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 Committee on Directors and Governance will recommend to the Board whether to fill the resulting vacancy or reduce the size of the Board.

8. Other Directorships

Independent directors are required to advise the Chair of the Committee on Directors and Governance and the General Counsel in advance of accepting an invitation to serve on another public company board. The General Counsel then works with the Director to determine whether an actual or potential conflict of interest or related issue would be created in connection with his or her service on such board and informs the Chair of the Committee on Directors and Governance of such determinations. The Chief Executive Officer may be consulted in connection with this review. In the event that the new directorship raises the possibility of an actual or perceived conflict of interest or related issue, or would result in the Director serving on more than three other public company boards, the Committee on Directors and Governance will review the request and advise the Director on whether it believes accepting such invitation is appropriate under the circumstances. In any event, a Director may not serve on the boards of more than 4 other public companies, or if the Board member is an active chief executive officer (or its equivalent) on the board of more than 2 other public companies.

The Chief Executive Officer must receive pre-approval from the Committee on Directors and Governance before accepting an offer to join another public company’s board.

9. Code of Conduct and Conflicts of Interest

The Board expects all Directors to act ethically and with integrity in a manner consistent with Teradata’s Shared Values and Code of Conduct in connection with their activities relating to the Company. This obligation shall at all times include, without limitation, adherence to the Company's policies with respect to conflicts of interest, confidentiality, protection of the Company's assets, ethical conduct in business dealings and respect for and compliance with applicable law. Moreover, the Board is focused on helping cultivate and promote the Company’s culture of integrity and accountability, and the Audit Committee oversees the Company’s ethics and compliance program. Any waiver of the requirements of the Code of Conduct with respect to any individual Director shall be reported to, and be subject to the approval of, the Board, and shall be publicly disclosed to the extent required under applicable law.

Each Director will advise the Board of any situation that could potentially be a conflict of interest. The Board will determine on a case-by-case basis whether an actual or perceived conflict of interest exists. A Director shall abstain from participating in the Board’s deliberations or decisions on an issue in which he or she has a conflict of interest that affects the Director’s personal, business or professional interests. In the event that a significant conflict of interest exists and cannot be resolved, the Director should offer to resign from the Board.

Board Leadership

10. Selection of Chairman of the Board; Separation of the Positions of Chairman and Chief Executive Officer; Lead Director Responsibilities

The Board elects the Chairman of the Board.  The Board’s general policy is that the positions of Chairman of the Board and Chief Executive Officer should be held by separate persons.  The Chairman of the Board need not 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. If selected, the responsibilities of the Lead Director will include: (i) working with the Chairman of the Board regarding meeting schedule for each year and an annual planning agenda to ensure that the schedule provides adequate time for discussion of appropriate issue and that information is made available to the Board members on a timely basis; (ii) having the authority to call meetings of the independent directors, as needed; (iii) developing the agenda for executive sessions of the independent directors in consultation with the Chairman of the Board; (iv) chairing executive sessions of the independent directors and acting as liaison between the independent directors and the Chairman of the Board on matters raised in such sessions; (v) chairing Board meetings when the Chairman of the Board is not in attendance; (vi) consulting with stockholders of the Company at management’s request; and (vii) assuming such other responsibilities that the Board may designate from time to time.

Board Roles and Responsibilities

11. Business Judgment; Indemnification

The basic responsibility of the Directors is to exercise their business judgment in good faith to act in what they believe to be the best interests of the Company. In discharging that obligation, Directors should be entitled to rely on the honesty and integrity of their fellow Directors and of the Company's senior executives, outside advisors and outside auditors. The Directors are also entitled to have the Company purchase reasonable Directors' and officers' liability insurance on their behalf, to the benefits of indemnification to the fullest extent permitted by law and the Company's Amended and Restated Certificate of Incorporation.

12. Risk Oversight

The Board is responsible for oversight of the Company’s risk management activities. In fulfilling this role, the Board focuses on understanding the nature of Teradata’s enterprise risks, including its operations and strategic direction, as well as the adequacy of the risk management process and overall risk management system, including plans to mitigate and manage risk. The Board receives quarterly management updates on business operations, financial results strategy and risks. The Audit Committee and Compensation and Human Resource Committee assist the Board by reviewing and assessing financial and compensation program risks as appropriate. The Audit Committee also oversees the Company’s enterprise risk management process, discussing with management the Company’s guidelines and policies regarding financial and enterprise risk management and risk appetite, including: (i) major risk exposures such as financial, cybersecurity, data privacy, business continuity and legal and regulatory risks, and 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. Through these management updates and committee reports, the Board monitors risk management activities, including enterprise risk management, risks relating to compensation programs and financial and operational risks being managed by Teradata. 

13. Oversight of Strategy and Operating Plans

The Board engages in active discussion and oversight of Teradata’s business plans and strategy, which management is responsible for establishing. The Board dedicates a full meeting each year to review and discuss the Company’s strategy and monitors execution of the strategy periodically throughout the year. As part of this process, the Board considers management’s plans to capture opportunities and balance risks against potential stockholder returns in light of many factors, such as Teradata’s competitive landscape, technology developments, organizational structure and financial objectives, among other things. In connection with its strategic planning activities, the Board also engages in planning for senior management succession, oversees the integrity of its financial statements and long-term financial targets, and considers enterprise risks.  In addition, the Board regularly reviews and monitors the Company’s operating plans to confirm alignment with the established strategic initiatives and provide ongoing input and direction to management.

14. Assessing the Board's Performance

The Board conducts annual evaluations of the overall performance of the Board. The Committee on Directors and Governance, with input from the other Directors, is responsible for determining the performance criteria and process to be used for the evaluation and, when requested by the Board, for conducting the evaluation. The purpose of these evaluations is to enhance the effectiveness of the Board as a whole.
The performance of individual Directors is assessed by the Committee on Directors and Governance when a Director is being considered for re-nomination and when a Director offers to resign due to a change in professional responsibilities.  This Committee will choose the method and criteria for these assessments. If, at any time, the Board determines that an individual Director is not meeting the established performance standards and qualification guidelines, or his or her actions reflect poorly upon the Board and the Company, the Board may request the resignation of the non-performing Director.

15. Assessing Committee Performance

The Committee on Directors and Governance is responsible for overseeing the annual evaluation of the performance of each standing Committee of the Board.  As part of this process, each Committee shall evaluate its performance as a Committee.  The Chair of each Committee shall summarize that Committee’s findings to the Board annually.

16. Oversight of Management Evaluation

The Compensation and Human Resource Committee oversees the performance evaluations of the Company's executive officers, including the Chief Executive Officer.

17. Evaluating the CEO's Performance

The Board reviews the performance of the Chief Executive Officer at least annually. This evaluation will be conducted by the Compensation and Human Resource Committee. This Committee and the other independent Directors of the Board in an executive session review the criteria and results of the evaluation and determines the compensation payable to the Chief Executive Officer, a substantial portion of which shall be tied to performance.

18. Succession Planning and Leadership Development

The Board, with the assistance of the Compensation and Human Resource Committee and the Chief Executive Officer, oversees the development of the Company’s senior management and succession plans for the Chief Executive Officer and other executive officers. Each year, the Chief Executive Officer reports to the Board on leadership development and succession planning, including development plans recommended for the potential internal successors of senior management roles.  The Board works with the Compensation and Human Resource Committee to identify and evaluate potential successors to the Chief Executive Officer, taking into consideration among other things the Chief Executive Officer’s recommendation and the Committee’s assessment of such potential successors. The Board also periodically reviews the Company’s emergency succession contingency plan in the event of the Chief Executive Officer’s death or disability and identifies individuals who could fulfill his or her responsibilities under such circumstances.

19. Board Interaction with Investors, Press and Customers

Stockholder engagement is an important part of our business practices, and we greatly value the input we receive from our stockholders.  The Board believes that management generally should speak for the Company.  Individual Directors may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company, but it is expected that Directors would do this with the knowledge of the management and, absent unusual circumstances or as contemplated by Committee charters, only at the request of management.

Stockholders wishing to communicate directly with the Board, any individual Director or the independent Directors as a group regarding the Company’s business operations, conduct or other matters relating to the Company are welcome to do so by writing the Corporate Secretary of Teradata Corporation at 17095 Via Del Campo, San Diego, California 92127, who will forward any communications as directed.  

Director Compensation and Stock Ownership

20. Compensation Philosophy

The Board believes that only cash and equity compensation should be provided to non-employee Directors and that at least fifty percent of a Director's total compensation should be provided in equity, e.g., stock options, stock grants or other awards of shares of stock or share units.  The Committee on Directors and Governance periodically reviews the principles for director compensation.  Directors who are employees of Teradata shall not be compensated for their service as directors. 

21. Stock Ownership

Each Director should hold stock valued at no less than five times the amount of the annual retainer paid to such Director within five years after he or she is first elected to the Teradata Board. Stock or restricted share units beneficially owned by the Director, for which beneficial ownership is not disclaimed, including stock or stock units held in a deferral account, will be included in the total. However, for this purpose, stock options granted to Directors by the Company will not be included.   

In addition, it is against Company policy for Directors to engage in speculative trading of Teradata securities, including buying or selling derivatives based on Teradata securities or hedging Teradata stock.  It is also against Company policy to pledge or hedge Company securities as collateral.  

22. New Director Orientation

The Company has an orientation process for new Directors that includes background material and meetings with senior management to familiarize the Directors with the Company's strategic and operating plans, key issues, corporate governance, Code of Conduct, and the senior management team. In addition, new members to a Committee are provided information relevant to the Committee and its roles and responsibilities.

Director Development

23. New Director Orientation

The Company has an orientation process for new Directors that includes background material and meetings with senior management to familiarize the Directors with the Company's strategic and operating plans, key issues, corporate governance, Code of Conduct, and the senior management team.  In addition, new members to a Committee are provided information relevant to the Committee and its roles and responsibilities.

24. Continuing Director Education

The Board believes it is appropriate for Directors, at their discretion, to have access to educational programs related to their duties as Directors on an ongoing basis to enable them to better perform their duties and to recognize and deal appropriately with issues that arise.  The Company provides appropriate funding for these programs.  In addition, Directors receive periodic reviews of the Company's business and visit Company headquarters as part of their ongoing review of the Company and its operations.


25. Preparation and Attendance

Directors are expected to attend Board meetings and meetings of Committees on which they serve, and to spend the time needed as necessary to prepare for such meetings and to properly discharge their responsibilities.  All Board members are expected to attend the Company’s Annual Meeting of Stockholders absent an unavoidable conflict.

26. Frequency and Length of Meetings

The Board determines the frequency of meetings, taking into consideration the recommendations of management and Board members. The Board believes that four to six regular meetings a year are appropriate; however, the Board and each Committee meets as frequently as needed for the Directors to properly discharge their responsibilities.  The Chairman of the Board determines the place, time, and length of meetings and may, depending upon the circumstances, call additional Board meetings.

27. Meeting Agendas

The Chairman of the Board, in consultation with the Chief Executive Officer, annually prepares a meeting agenda planner.  The planner sets forth a general agenda of items to be considered by the Board at each of its specified meetings during the year (to the extent this can be foreseen) and is provided to the entire Board.  The Chairman of the Board will consult with the Lead Director (if one has been designated) on a quarterly basis regarding potential updates to the annual meeting agenda planner. Thereafter, the Chairman of the Board, in consultation with the Chief Executive Officer  and Corporate Secretary, establishes the agenda for each Board meeting, with each Director being free to suggest items for inclusion on the agenda as well as raise at any Board meeting subjects that are not specifically on the agenda for that meeting.

28. Meeting Materials

Meeting materials, including presentations on specific subjects, are distributed to the Directors in advance, except where the subject matter is too sensitive to be documented or the underlying information to be included in the materials is not otherwise available in advance of the meeting. The meeting materials should be as brief as possible while still providing the necessary information. Where feasible, the materials are securely distributed approximately one week in advance, so as to give the Directors sufficient time to review the materials.

29. Attendance of Non-Directors at Meetings

It is anticipated that the Chief Financial Officer and the Secretary of the Company attend each meeting. The Board also encourages the Chief Executive Officer to bring managers into Board meetings who can provide additional insight into items being discussed or who have potential that the Chief Executive Officer believes should be given exposure to the Board.

30. Board Access to Senior Management and Information

Directors have full and free access to the Company's management and external advisors, and the Board meets regularly with senior management. Any meetings or contacts that a Director wishes to initiate may be arranged through the Chief Executive Officer or the Secretary or directly by the Director. Directors use their judgment to ensure that any such contact is not disruptive to the Company's business operations and will, to the extent not inappropriate, inform the Chief Executive Officer of any communications between a Director and an officer or employee of the Company.

31. Board Access to Independent Advisors

The Board and each Committee has the power to hire, at its discretion, and at the expense of the Company, independent legal, financial or other advisors as they may deem necessary to support it in fulfilling its responsibilities, without consulting with or obtaining the approval of any officer of the Company in advance.

32. Executive Sessions

The independent Directors hold executive sessions at each regularly scheduled Board meeting. Independent Directors may hold additional executive sessions from time to time, with or without the Chief Executive Officer present, as desired and as called by the Lead Director. Unless otherwise determined by the Board, the Chairman of the Board, if independent, or the Lead Director presides at the executive sessions. The Board identifies the presiding Director each year in the proxy statement. 


33. Number of Committees

Currently there are four Committees: Executive, Audit, Compensation and Human Resource, and Committee on Directors and Governance. From time to time, depending upon the circumstances, the Board may form a new Committee or disband a current Committee to the extent permitted under New York Stock Exchange listing requirements.

34. Assignment of Committee Members

The Board appoints members of the Committees, and reviews the appointments on an annual basis. The Committee on Directors and Governance, with consideration of the desires of individual Directors and input from the Chief Executive Officer and Chairman of the Board, recommends to the Board the assignment of Directors to various Committees. Only independent Directors may serve on the Audit Committee, the Compensation and Human Resource Committee, or the Committee on Directors and Governance, all members of the Audit Committee must be “financially literate” and at least one member of the Audit Committee must have “accounting or related financial management expertise,” as defined by the U.S. Securities and Exchange Commission rules or as required under applicable New York Stock Exchange listing requirements, and all Committee members must meet any additional independence requirements specified in Exhibit B or any other requirements to which Teradata is subject. Additionally, a member of the Audit Committee may not sit on more than two other Audit Committees of other public companies, unless the Board determines that such commitments would not impair his or her effective service to the Company.

35. Committee Charters and Authority

Each Committee has approved a written charter, which has also been approved by the Board. The charter may delegate, certain authority and responsibilities to the Committee. From time to time, the Board may delegate additional specific authority to a Committee by resolution. The Committee charters are reviewed periodically and may be changed upon approval of the Committee and the Board.

36. Committee Agendas

The Chair of each standing Committee, in consultation with appropriate members of management, develops each Committee's planning agenda for the year with a schedule of agenda items for the year, to the degree they can be foreseen.  Specific agenda items for each Committee meeting are approved by the Chair of the Committee in consultation with appropriate members of management.

37. Frequency and Length of Committee Meetings

Committee Chairs, in consultation with appropriate members of management, determine the frequency and length of Committee meetings.

38. Executive and Private Sessions

Each Committee meets in executive session as circumstances warrant. At each Committee's discretion, outside advisors or members of management may meet in private session with the Committee.


39. Amendment and Interpretation

These Guidelines are in addition to and are not intended to change or interpret any federal or state law or regulation, including the General Corporation Law of the State of Delaware, or the Company's Certificate of Incorporation or Bylaws or any Committee charter reviewed and approved by the Board. The Guidelines, including exhibits, are subject to modification from time to time by the Board and the revised Guidelines will be disclosed. In addition, the Board recognizes that situations may arise where the Board may need to take actions that vary from these Guidelines to further the best interests of the Company and its stockholders.  Nothing in these Guidelines should be interpreted to prohibit the Board from taking such actions.


Teradata Corporation
Board of Directors Corporate Governance Guidelines



In considering qualifications of Directors standing for re-election and potential candidates for election as Directors, the Board will consider the following factors, in addition to those other factors it may deem relevant:

  1. Strong management experience, ideally with major public companies with successful multinational operations.
  2. Other areas of expertise or experience that are desirable given the Company's business and the current make-up of the Board, such as expertise or experience in: information technology businesses; the software industry; international, marketing, financial or investment banking, scientific research and development, or senior level government experience; and academic leadership.
  3. Desirability of range in age, so that retirements are staggered to permit replacement of Directors of desired skills and experience in a way that will permit appropriate continuity of Board members.
  4. Independence, as defined by the Board.
  5. Diversity brought to the Board by individual members, including gender, racial and ethnic diversity, as well as diversity of perspectives and experiences
  6. Knowledge and skills in accounting and finance, business judgment, general management practices, crisis response and management, industry knowledge, international markets, leadership, and strategic planning.
  7. Personal characteristics matching the Company's values, such as integrity, accountability, financial literacy, and high performance standards.
  8. Additional characteristics, such as:
    1. willingness to commit the time required to fully discharge their responsibilities as Directors, including the time to prepare for Board and Committee meetings by reviewing the material supplied before each meeting;
    2. commitment to attend a minimum of 75% of meetings of the Board and Committees on which they serve;
    3. ability and willingness to represent the stockholders' long- and short-term interests;
    4. awareness of the Company's responsibilities to its customers, employees, suppliers, regulatory bodies, and the communities in which it operates; and
    5. willingness to advance their opinions.
  9. The number of other commitments, with one of the more important factors being the number of other public-company boards on which the individual serves.

Teradata Corporation
Corporate Governance Guidelines



For a Director to be considered independent, the Board of Directors must determine that the Director does not have any direct or indirect material relationship with Teradata. The Board has established the following guidelines to assist it in determining Director independence:

  1. A Director will not be independent if:
    1. (i) the Director is, or has been within the last three years, an employee of Teradata, or an immediate family member of the Director is, or has been within the last three years, an executive officer, of Teradata, except that employment as an interim Chairman or Chief Executive Officer or other executive officer shall not disqualify a Director from being considered independent following that employment;
    2. (ii) the Director 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: (A) compensation and other fees paid for service as a director, including any committee or chair fees or any form of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); (B) compensation received by a Director for former services as an interim Chairman or Chief Executive Officer or other executive officer, or (C) compensation received by an immediate family member for service as an employee of Teradata (other than executive officer);
    3. (iii) (A) the Director is a current partner or employee of a firm that is Teradata’s internal or external auditor; (B) the Director has an immediate family member who is a current partner of such a firm; (C) the Director has an immediate family member who is a current employee of such a 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;
    4. (iv) the Director or an immediate family member of the Director is, or has been within the last three years, 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
    5. (v) the Director 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 the Director 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 the Director 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:
    1. (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 
    2. (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.

Additional Requirement – Audit Committee Members

A Director who serves on the Audit Committee may not, other than in the Director’s capacity as a member of the Audit Committee, the Board of Directors, or any other Committee of the Board of Directors:

  1. (i) accept directly or indirectly any consulting, advisory, or other compensatory fee from Teradata; provided, that compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with Teradata (provided that such compensation is not contingent in any way on continued service); or
  2. (ii) be an “affiliated person” (such as a person who directly, or through one or more intermediaries, controls, or is controlled by, or is under common control with, Teradata) as provided in Rule 10A-3 adopted by the Securities and Exchange Commission.

Additional Requirement – Compensation and Human Resource Committee Members

In determining the independence of any Director who serves on the Compensation and Human Resource Committee, the Board of Directors also must consider all factors specifically relevant to determining whether the Director has a relationship to Teradata which is material to that Director’s ability to be independent from management in connection with the duties of a member of that Committee including, but not limited to:

  1. (i) the source of compensation of such Director, including any consulting, advisory or other compensation fee paid by Teradata to such Director; and
  2. (ii) whether such Director is affiliated with Teradata or any affiliate of Teradata.

For purposes of applying these independence standards:

  1. (i) “Teradata” means Teradata Corporation and its subsidiaries, and any parent, in a consolidated group with Teradata Corporation under United States generally accepted accounting principles; and
  2. (ii) “immediate family member” means a Director’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in law and anyone (other than domestic employees) who shares the Director’s home.