Teradata (TDC) Proxy filing summary

Executive summary

• Achieved positive growth in total annual recurring revenue (ARR) in 2025, with public cloud ARR reaching $701M and nearly 50% of total ARR, reflecting a successful transformation to a modern cloud data platform.

• Improved non-GAAP operating margin to 21.2% and free cash flow to $285M, exceeding guidance.

• Returned $140M to shareholders via share repurchases in 2025.

• Recognized for innovation in AI and analytics, with over 150 AI customer engagements and industry accolades.

Voting matters and shareholder proposals

• Election of three Class I directors (McMillan, Fisher, Nelson) for three-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amended and restated 2023 Stock Incentive Plan, increasing share reserve by 6.3M shares.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board is 90% independent, with separate Chair and CEO roles; average tenure is 8 years.

• Recent addition of Melissa Fisher to the Board; ongoing refreshment per Cooperation Agreement.

• Board diversity: 40% gender diverse, 20% ethnic minority.

• Strong governance practices: majority vote standard, no poison pill, proxy access, robust stock ownership guidelines, and annual self-assessments.