AND PROXY STATEMENT

Message to Stockholders

TERADATA CORPORATION

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

TIME

TIME 8:00 a.m. local time		DATE Tuesday, May 5, 2020		PLACE* InterContinental San Diego 901 Bayfront Court San Diego, CA 92101

8:00 a.m. local

* Depending on conditions associated with the coronavirus orCOVID-19, we might hold a Virtual Annual Meeting instead of holding the meeting in San Diego, California. If we decide to hold a Virtual Annual Meeting, we will make a public announcement, which will be available at https://www.teradata.com as soon as practicable before the meeting. In that event, Teradata’s 2020 Annual Meeting of Stockholders would be conducted solely virtually, at the above date and time, via live audio webcast. You or your proxyholder could participate, vote and examine our stockholder list at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/TDC2020 and using your16-digit control number, but only if the meeting is not held in San Diego, California.

DATE

Wednesday, April 19, 2017

PLACE

Waldorf Astoria Chicago

11 East Walton Street, Chicago, Illinois 60611

PURPOSEPurpose

OTHER IMPORTANT INFORMATIONOther Important Information

INTERNET AVAILABILITYInternet Availability

Important Notice Regarding the Availability of Proxy Materials for the 20172020 Annual Meeting of Stockholders to Be Heldbe held on April 19, 2017:May 5, 2020: This notice of the 20172020 annual meeting of stockholders and proxy statement, our 20162019 annual report, and form of proxy and voting instruction card are available athttp:https://www.proxyvote.com.

March 1, 2017

    10000 Innovation Drive

    Dayton, OH 45342

PROXY STATEMENT

General Information

On behalf of the Board of Directors,

Margaret A. Treese

Deputy General Counsel and Secretary

March 20, 2020

TABLE OF CONTENTS

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How do I obtain a separate set of proxy materials?

To save costs, only one set of proxy materials is being printed and mailed to stockholders who have requested printed copies and share an address, unless otherwise requested or required under applicable law. If you have multiple Teradata common stock record accounts and/or share an address with a family member who is a Teradata stockholder and want to receive more than one copy of the Notice and/or proxy materials, you may contact our mailing agent, Broadridge Financial Solutions, at Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York, 11717 (phone:1-800-542-1061). Broadridge will mail you a separate copy of the proxy materials and will remove you from the householding program within thirty days after receipt of this request.

How can I vote my shares of Teradata stock?

Your vote is important. Your shares can be voted at the annual meeting only if you are a record stockholder and present in person or represented by proxy. Even if you plan to attend the meeting, we urge you to authorize your proxy in advance. You may vote your shares by authorizing a proxy over the Internet or by telephone. In addition, if you received paper copies of the proxy materials by mail, you can also submit a proxy by mail by following the instructions on the proxy card. Voting your shares by authorizing a proxy over the Internet, by telephone or by written proxy card will ensure your representation at the annual meeting regardless of whether you attend in person.

If you are a stockholder of record, please authorize your proxy electronically by going to thehttp://www.proxyvote.comwebsite or by calling the toll-free number (for residents of the United States and Canada) listed on your Notice and proxy card. Please have your Notice or proxy card in hand when going online or calling. If you authorize your proxy via the Internet, you do not need to return your proxy card. If you choose to authorize your proxy by mail, simply mark your proxy card, and then date, sign and return it in the postage-paid envelope provided.

If you hold your shares beneficially through a nominee (such as a bank or broker), you may be able to authorize your proxy by telephone or the Internet as well as by mail. You should follow the instructions you receive from your nominee to vote these shares.

How do I revoke my proxy for the annual meeting?

You may revoke your proxy at any time before it is voted at the meeting by:

What if I want to vote in person at the meeting?

The method by which you vote and authorize your proxy will in no way limit your voting rights if you later decide to vote in person at the meeting. If you beneficially own your shares through a nominee (such as a bank or broker), you must obtain a proxy executed in your favor from your nominee to be able to vote at the meeting.

What are the requirements for ensuring that my shares are voted by proxy at the meeting?

Your shares will be voted at the meeting as directed by the instructions on your proxy card, voting instructions or electronic proxy if (1) you are entitled to vote, (2) your proxy was properly executed or properly exercised electronically, (3) we received your proxy prior to the voting deadlines for the annual

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meeting (April 18, 2017 at 11:59 p.m. for record stockholders who do not vote at the meeting, such time as directed by the nominee for beneficial owners, and April 14, 2017 for participants in our 401(k) savings plan), and (4) you did not revoke your proxy prior to or at the meeting.

How do I vote the shares I hold in the Teradata 401(k) savings plan?

If you are a participant in the Teradata 401(k) savings plan, your proxy includes the number of Teradata common stock units (share interests) allocated to your plan account. You may instruct the trustee how to vote the number of share interests allocated to your plan account. The trustee will vote the share interests allocated to your plan account in accordance with your instructions. If you do not vote your share interests in the Teradata 401(k) savings plan, the trustee will vote the unallocated share interests, as well as any allocated share interests held by the plan, in the same proportion as the share interests for which it received timely voting instructions.

What is considered a quorum to conduct the annual meeting?

To have a quorum necessary to conduct business at the meeting, it is necessary to have shares that represent (in person or by proxy) the holders of a majority of our shares of common stock outstanding on the record date, which is the close of business on February 22, 2017. Shares of common stock represented in person or by proxy (including shares that abstain with respect to a particular proposal to be voted upon and “brokernon-votes”) will be counted as present for the purpose of determining whether a quorum exists at the meeting for that proposal. If a quorum is not present, the meeting will be adjourned until a quorum is obtained.

How many votes are required to approve each item?

With respect to Proposal 1 (the election of directors), the affirmative vote of a majority of the voting power present (in person or by proxy) at the meeting and entitled to vote on the election of directors is required to elect each director.

With respect to Proposal 2 (the advisory“say-on-pay” vote on executive compensation), 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 question is required to adopt this advisory resolution in accordance with Teradata’s bylaws. However, the results of this vote are not binding on the board, whether or not any resolution is passed under this voting standard.

With respect to Proposal 3 (the frequency of the advisorysay-on-pay vote on executive compensation), the voting option (e.g., 1 year, 2 years or 3 years), if any, that receives the affirmative vote of a majority of the voting power present (in person or by proxy) at the meeting and entitled to vote on this item of business will be the option adopted by the stockholders in accordance with the voting standard established in Teradata’s bylaws. Like thesay-on-pay vote, the results of this vote are not binding on the board, whether or not any option is passed under this voting standard.

With respect to Proposal 4 (the ratification of the appointment of the Company’s independent auditors), 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 item of business is required to ratify the appointment.

Abstentions effectively count as votes “against” the adoption of a proposal and the election of a director. Moreover, if you do not instruct your nominee (such as your bank or broker) how to vote your shares with respect to the election of directors, the advisory vote on executive compensation, and the advisory vote on the frequency of votes on executive compensation, the nominee may not vote on these proposals. However, broker“non-votes” will have no effect on the outcome of the vote for any proposal or the election of any director. Broker“non-votes” occur when a nominee returns a properly executed proxy but does not vote on a particular item because the nominee has not received voting instructions from the beneficial owner and, therefore, does not have the authority to vote on a proposal.

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How does the Board recommend that I vote my shares?

The Teradata Board of Directors recommends that you vote:

 

FOR the approval, on an advisory basis, of a frequency of once every year for future advisorysay-on-pay votes on executive compensation (see page 75); and

FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2017 (see page 76).

If you submit your proxy without specific voting instructions, your shares represented by that proxy will be voted as recommended by our board. As discussed above, if you hold your shares beneficially through a nominee (such as a bank or a broker) and fail to provide specific voting instructions to that nominee, your shares will not be voted in the election of directors, the advisory“say-on-pay” vote on executive compensation, or the advisory vote on the frequency of future advisorysay-on-pay votes on executive compensation.

What do I need to do if I want to attend the annual meeting?

If you plan to attend the meeting in person, please send an email to us atinvestor.relations@teradata.com to request a meeting reservation request form. You may attend the meeting if you are a stockholder of record, hold a proxy for a stockholder of record, or are a beneficial owner of our common stock with evidence of ownership. If you are a beneficial owner (i.e., you hold your common stock through a nominee such as a bank or broker), please include evidence of your ownership of common stock with the form (such as an account statement showing you own Teradata common stock as of the record date). If you do not have a reservation for the meeting, you may still attend if we can verify your stock ownership at the meeting.

We will include the results of the votes taken at the meeting, as well as the frequency with which the Company intends to conduct thesay-on-pay vote in light of the results of the advisory frequency vote, in a Form8-K filed with the SEC within four business days after the date of the annual meeting or any adjournment or postponement thereof. You may also find information on how to obtain a transcript of the meeting by writing to our Corporate Secretary at Teradata Corporation, 10000 Innovation Drive, Dayton, Ohio 45342.

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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 20172020 annual meeting, the terms for the directors in Classes I, II and III of the Board of Directors expire in 2017, 20182020, 2021 and 2019,2022, respectively.

Ms. CooperNelson and Messrs. Fishback, Kepler, and Stavropoulos currently are Class I directors whose terms are expiring at the 20172020 annual meeting. In February 2020, Mr. Stavropoulos informed the Board of Directors that he will be retiring at the end of his current term and will not stand forre-election at the 2020 annual meeting. The board has extended its sincerest gratitude to Mr. Stavropoulos for his many years of distinguished service to the Company and decided not to nominate a replacement director for Mr. Stavropoulos at this time. As a result, as of the 2020 annual meeting, the size of the Board of Directors will be reduced from twelve members to eleven members, and the number of Class I directors will be reduced from four to three members.

For the reasons described below, each of the remaining Class I directors has been nominated by the board forre-election through the 20202023 annual meeting of stockholders and until his or her successor is elected and qualified.

Proxies solicited by the board will be voted for the election of the nominees, unless you provide a contrary instructioninstruct otherwise on your proxy. Each of the nominees has indicated his or her willingnessis 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 become unavailable,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 I nominees as a 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 item.election. If a nominee does not receive a majority vote, he or she is required to tender theirhis or her resignation for consideration by the disinterested members of the Board of Directors in accordance with the board’sour Corporate Governance Guidelines as described on page 1912 of this proxy statement. 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 eleventwelve members who we believe are extremely well-qualified to serve on the board and represent our stockholders’ best interests. As described belowon page 16 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:

 

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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. Key Qualifications and Attributes 4     2020 PROXY STATEMENT   · 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. Election of Directors   6 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, the board believeswe believe that the directors and nominees have the appropriate set and complement of skills to serve as members of the board. 2017 DIRECTOR NOMINEES2020 Director Nominees Class I Nominees — Current Terms Expiring in 20172020:   Director Key Qualifications and Attributes Biography Nancy E. Cooper Retired Executive Vice President and Chief Financial Officer of CA TechnologiesDANIEL R. FISHBACK    ✓Co-Chief Significant financial expertiseExecutive Officer and Chairman of the Board of Directors of UserZoom Director since: 2017 Key Qualifications and Attributes:   ✓     Experience as the chief financial officer of a global, publicly-traded company in the software technology industry ✓     Strong ethics and compliance focus ✓     Audit committee experience ✓     Gender diversity Ms. Cooper, age 63, served as the Executive Vice President and Chief Financial Officer of CA Technologies (“CA”), an IT management software provider, from August 2006 until her retirement in May 2011. She joined CA in August 2006 with nearly 30 years of finance experience. From 2001 until that time, Ms. Cooper served as Chief Financial Officer for IMS Health Incorporated, the world’s leading provider of market intelligence to the pharmaceutical and healthcare industries. Prior to joining IMS Health, she was the Chief Financial Officer of Reciprocal, Inc., a leading digital rights management and consulting firm. In 1998, she served as a partner responsible for finance and administration at General Atlantic Partners, a private equity firm focused on software and services investments. Ms. Cooper began her career at IBM Corporation where she held increasingly important roles over a22-year period that focused on technology strategy and financial management. She serves as a director of The Mosaic Company, The Guardian Life Insurance Company of America, and Brunswick Corporation. Ms. Cooper joined our board in August 2009. 7 Director Key Qualifications and Attributes Biography Daniel R. Fishback Former President and Chief Executive Officer of DemandTec, Inc. ✓•  Experience as the chief executive officer of a global, publicly-traded company in the softwaresoftware-as-a service industry   ✓•  Strong leadership skills and a proven track record driving financial growth and product development   ✓•  High-technologyTechnology industry expertise   Mr. Fishback, age 55, served as the President and Chief Executive Officer of DemandTec, Inc. from 2001 to 2013. DemandTec is a provider of a cloud-based collaborative optimization network for retailers and consumer products companies that was acquired by IBM Corporation 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 currently serves on the board of directors for several private technology companies and serves as advisor and consultant to a number of companies, focusing on the application of analytic solutions to solve complex business problems. He joined Teradata’s board in January 2017. Biography: Mr. Fishback, age 58, has served asCo-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 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. DavidDAVID E. KeplerKEPLER 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   Mr. Kepler, age 64, 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 December 2014. Mr. Kepler joined Dow in 1975. He was appointed Vice President and CIO of Dow 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 February 2008. He also serves on the board of directors of TD Bank Group and Autoliv, Inc. Mr. Kepler serves as a trustee of the University of California Berkeley and as a board member of the Michigan Baseball Foundation and previously served on the U.S. National Infrastructure Advisory Council that advises Biography: Mr. Kepler, age 67, 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.    5 Election of Directors   8 Director KIMBERLY K. NELSON    Key QualificationsExecutive Vice President and Chief Financial Officer, SPS Commerce, Inc. Attributes   BiographyDirector 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 52, 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 public company. She joined our board in November 2019.    Class I — Retiring upon Expiration of Term in 2020: WilliamWILLIAM S. StavropoulosSTAVROPOULOS Chairman Emeritus of the Board of Directors of The Dow Chemical Company   Director since: 2007* Key Qualifications and Attributes: ✓•  Distinguished career with extensive public-company board experience   ✓•  Leadership experience as a former chief executive officer and chairman of a major, global company   ✓•  Substantial business and strategic acumen   ✓     In-depth knowledge of the Company   Mr. Stavropoulos, age 77, retired as Chairman of the Board of Dow on April 1, 2006. He had served in such capacity since November 2000. Mr. Stavropoulos was the President and Chief Executive Officer of Dow from 1995 to 2000 and was Chairman of the Board, President and Chief Executive Officer from 2002 to November 2004. He is the lead director of Univar, Inc., a global distributor of commodity and specialty chemicals. In addition, he is on the advisory board for Metalmark Capital LLC, a private equity investment firm, and is a trustee of the Fidelity Equity and High Income Funds. He also serves as a special advisor to Clayton, Dubilier & Rice, Inc., a private equity investment firm. He is the president and founder of the Michigan Baseball Foundation, serves as a trustee of the Rollin M. Gerstacker Foundation, and serves on the board of Artis–Naples. Mr. Stavropoulos served on the boards of Maersk Inc. from July 2002 to 2014 and Tyco International, Inc. from March 2007 until 2013. Biography: Mr. Stavropoulos, age 80, retired as Chairman of the Board of Dow in 2006. He had served in such capacity since 2000. Mr. Stavropoulos was the President and Chief Executive Officer of Dow from 1995 to 2000 and was Chief Executive Officer from 2002 to 2004. He is a director of Univar, Inc., a global distributor of commodity and specialty chemicals. In addition, he is on the advisory board for Metalmark Capital LLC, a private equity investment firm, and is a director of Kissner Global Holdings, LP. He is the Chairman and Chief Executive Officer of the Michigan Baseball Foundation, serves as a trustee of the Rollin M. Gerstacker Foundation, and serves on the board of Artis–Naples. Mr. Stavropoulos served on the boards of Maersk Inc., from 2002 to 2014, and Tyco International, Inc., from 2007 until 2013, and as a special advisor to Clayton, Dubilier & Rice, Inc., from 2006 until 2017. Mr. Stavropoulos joined our board in September 2007. * Mr. Stavropoulos informed the board that he will retire from the board, effective upon expiration of his current term at the 2020 annual meeting, and, accordingly, he is not up forre-election at the 2020 annual meeting.   6     2020 PROXY STATEMENT Other Election of Directors Class II — Current Terms Expiring in 20182021:   Director JAMES M. RINGLER    Former Chairman of Teradata Corporation Director since: 2007 Key Qualifications and Attributes Biography James M. Ringler Attributes:   Chairman of Teradata Corporation ✓•  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 ✓•  Anin-depth knowledge of the Company’s business strategy and management team   Mr. Ringler, age 71, was named Chairman of the Board of Teradata in September 2007. Biography: Mr. Ringler, age 74, 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 as Chairman of the Board of NCR Corporation from July 2005 to September 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., Dow, FMC Technologies, Inc., and John Bean Technologies Corporation and served on the board of The Dow Chemical Company/DowDuPont, Inc., from 2001 until February 2019, and Ingredion Incorporated, (formerly Corn Products International, Inc.) from 2002 until May 2014. He joined our board in September 2007.

 

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Director LISA R. BACUS		Key Qualifications and Attributes		Biography
Lisa R. Bacus Retired Executive Vice President and Global Chief Marketing Officer for Cigna Corporation		Director since: 2015
Key Qualifications and Attributes: ✓•  Deep marketing expertise with focus on strategic planning and data analytics, andin-depth knowledge of digitalcommunication and marketing strategies and customer service operations   ✓•  Experience as senior executive of large global companies   ✓•  Diverse perspectives given gender and Hispanic heritage				Ms. Bacus, age 52, is the Executive Vice President and Global Chief Marketing Officer of Cigna Corporation, a global health care products and services company. 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 insurance company, from February 2011 until May 2013, and its Vice President, Marketing, from 2008 to 2011. Before joining American Family Insurance, she held a number of marketing management positions with increasing responsibility at the Ford Motor Company from 1986 to 2008. She has served on the board of Shoutlet, Inc., a provider of enterprise social media management software, and currently serves on the board of another privately-held company and a number ofnon-profit boards. Ms. Bacus joined our board in January 2015.

Biography:

Ms. Bacus, age 56, 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 serves on the board of privately-held Culver Franchising System, Inc., as well as a number ofnon-profit corporations, and previously served on the board of Shoutlet, Inc., a privately-held company. Ms. Bacus joined our board in January 2015.

Timothy  7

Election of Directors

TIMOTHY C.K. ChouCHOU		RetiredFormer 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 includingForbes,,Business Week,,The Economist,, andThe New York Times as well as on CNBC and NPR   ✓•  Ethnic diversityExtensive experience with startup companies in both workflow and analytic applications •  Diverse perspective given Chinese heritage and experience teaching a course on cloud computing in China				Mr. Chou, age 62, served as President of Oracle On Demand, a division of Oracle Corporation, a multi-billion dollar global provider of enterprise software and computer hardware products and services, from November 1999 until his retirement in January 2005. Prior to that, Mr. Chou served as Chief Operating Officer of Reasoning, Inc., an information technology services firm, and as Vice President, Server Products, of Oracle Corporation. Mr. Chou is a distinguished author and lecturer at Stanford University on cloud computing and he also serves on the board of directors of Blackbaud, Inc. He joined Teradata’s

Biography:

Dr. Chou, age 65, 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, 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.

 

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Director JOHN G. SCHWARZ		Founder and Chief Executive Officer of Visier Inc.		Director since: 2010
Key Qualifications and Attributes				Biography
John G. Schwarz Attributes:   Co-founder and Chief Executive Officer of Visier Inc.		✓•  Extensive experience within the software and technology industries, including as the chief executive officer and director of a global, high-technology companyanalytics 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		Mr. Schwarz, age 66,

Biography:

Mr. Schwarz, age 69, is the founder and Chief Executive Officer of Visier Inc., a business analytics software firm, a position he has held since April 2010. 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 providedbusiness-to-business securee-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 Software, 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.

Election of Directors

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Election of Directors

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Director VICTOR L. LUND		Key Qualifications and Attributes		Biography
Victor L. Lund Interim President and Chief Executive Officer of Teradata Corporation		Director since: 2007
Key Qualifications and Attributes: ✓•  ServiceExperience as the President and Chief Executive Officer of the Company with extensive knowledge of and experience with, the software industry and the Company’sTeradata’s operations, strategy, customers, and financial position   ✓•  Significant financial expertise and business acumen   ✓•  Experience as the chief financial officer and chief executive officer of a large business with a high-growth model   ✓•  Extensive public-company board experience, particularly on audit committees				Mr. Lund, age 69, is

Biography:

Mr. Lund, age 72, was appointed Interim President and Chief Executive Officer of Teradata in November 2019 and served as Executive Chairman of the Board from January 2019 until February 2020. He previously served as the Company’s President and Chief Executive Officer from May 2016 until January 2019. He served as thenon-executive Chairman of the Board of DemandTec, a publicly-held,on-demand applications company, from 2006 until 2012, and was a member of its board from 2005 until 2012. Mr. Lund wasnon-executive Chairman of the Board of Mariner Health Care, Inc., a long-term health care services company, from 2002 until December 2004 and Vice Chairman of Albertson’s, Inc. from 1999 to 2002. Prior to that, he served as Chairman and Chief Executive Officer of American Stores Company. During his extended career with American Stores, Mr. Lund also held executive positions of increasing responsibility leading to Chairman and Chief Executive Officer, including Chief Financial Officer and Executive Vice President. Earlier in his career, Mr. Lund was a practicing certified public accountant. He also serves as a director of Service Corporation International and a number of privately-held companies. He joined our board in September 2007.

JOANNE B. OLSEN		Former Executive Vice President, Cloud Services and Chief Executive OfficerSupport, Oracle Corporation		Director since: 2018
Key Qualifications and Attributes: •  Extensive experience within the software and technology industries •  Senior executive leadership of Teradata. Previously, he served as thecloud-based solutions and services non-executive•  Chairman of the Board of DemandTec from December 2006 until February 2012,Diverse perspectives given gender and was a member of its board from April 2005 until that time. Mr. Lund served as Chairman of the Board of American Stores from 1995 until its acquisition by Albertson’s, Inc. in June 1999, and as Chief Executive Officer of American Stores Company from 1992 until 1999. From 1999 until 2002, he served as Vice Chairman of Albertson’s. Prior to joining American Stores in 1977, Mr. Lund was a practicing certified public accountant. He also currently serves on the board of directors of Service Corporation International and has served on a number of publicly-traded company boards, including Del Monte Foods Company from March 2005 until 2011. He joined our board in September 2007.global management experience

Biography:

Ms. Olsen, age 61, served as the Executive Vice President, Cloud Services and Support at Oracle Corporation, a worldwide 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.

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.

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Additional Information Concerning the Board of Directors

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Shareholder Outreach

Stockholder Outreach

StockholderShareholder engagement is an important part of our business practices, and we greatly value the input we receive from our stockholders.shareholders. Teradata Investor Relations and members of Teradata management are in frequent communication with stockholdersshareholders on a variety of matters, including strategy, operations, corporate governance practices, and executive compensation. In November 2016, the Company hosted an Analyst Day for investors at which the management team directly engaged with stockholders regarding Teradata’s business transformation, including the Company’s strategic and financial plans. From time to time, independent members of the board also engage with stockholders.

In 2015 and 2016, at the direction of the board, Teradata has engaged in a robust stockholdershareholder outreach effort for many years to better understand and address any concerns stockholdersshareholders might have relating to the Company’s executive compensation program. InThis outreach continued through 2019 and early 2020, and in addition to compensation-related matters, a number of corporate governance matters as well as environmental and social matters were discussed with our stockholdersshareholders during the outreach process. As described below on page 3736 of the Compensation Discussion and Analysis section of this proxy statement, this engagement has been very productive and informative and, accordingly, stockholderinformative. Accordingly, shareholders’ interests have been taken into consideration in establishing or maintaining a number of meaningful changesaspects to Teradata’s executive compensation program.program and corporate governance framework as well as advancing our thinking on environmental and social 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 Corporate Responsibility and Sustainability 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. 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 which were updated in November 2016, are found on our corporate governance website athttp:https://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 and, as provided in the Corporate Governance Guidelines, the Board of Directors has selected the Chairman of the Board, who is anpresent. Our independent director, to presideLead Director presided at itsthese executive sessions during 2017.in 2019, and ournon-executive Chairman now 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:

Additional Information Concerning the Board of Directors

Additional Information Concerning the Company’s guidelines and policies regarding financial and enterprise risk management and risk appetite, including: (i) major risk exposures such as, for example, financial, cybersecurity, data privacy, business continuity,Board of Directors

Additional Information Concerning the Board of Directors

Additional Information Concerning the Board of Directors

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 athttp:https://www.teradata.com/governance-guidelines.

In determining candidates for nomination, the Governance Committee will seek the input of the Chairman of the Board, and 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 thatwho can perpetuate the Company’s long-term success and represent stockholder interests generally through the exercise of sound business judgment using itsbased 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 objectives and desired

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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 desire fordesirability of diverse perspectives that can be gained throughfrom different professional experiences, backgrounds, and education, as well as gender, race or ethnic diversity. In addition, while the 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.

As previously reported by the Company, the Governance Committee engaged the outside search firm of Spencer Stuart LLP to assist it in identifying and contacting qualified candidates, and the board decided to expand its size by appointing Ms. Nelson as a new director in 2019. In addition to her other qualifications, the board of directors considered diversity in its election of Ms. Nelson, including the value of adding additional gender diversity to our board of directors. As described under the caption “Director Qualifications” on pages 64 to 75 of this proxy statement, we believe our current directors haverepresent a highly qualified and capable board with very diverse perspectives business skills, experience, and backgrounds.balanced tenure.

Stockholders wishingIf you are a stockholder and wish to recommend individuals for consideration as directors, shouldyou can submit theiryour suggestions in writing to theour Corporate Secretary of the Companyas outlined in accordance with the provisions ofour bylaws. Under our bylaws, which require the recommending stockholderyou 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

Additional Information Concerning the Board of Directors

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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.

Audit Committee:

The Audit Committee is the principal agent of the Board of Directors in overseeing our accounting and financial reporting processes and audits of our financial statements and internal controls, including assisting in the board’s oversight of (i) the integrity of our financial statements, (ii) our compliance with ethical, legal and regulatory requirements, (iii) the qualifications, independence and performance of our independent registered public accounting firm, and (iv) the qualifications and performance of our internal audit function and internal auditors.

The Audit Committee also:

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Committees of the Board

Committees of the Board

In July 2016,2019, this committee extended the engagement of Semler Brossy Consulting Group, LLCFrederic W. Cook & Co. (“FW Cook”) 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 such compensation, and in the evaluation of our CEO. The rules for the use of the compensation consultantconsultants by the committee and management include the following: (i) only the committee and its Chair can hire or fire the consultant;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 ResourceResources 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. In 2016,2019, management did not engage the outside compensation consultantconsultants to perform any executive compensation consulting services for the Company. Moreover, the Compensation and Human Resource Committee reviewed the independence of the consultant 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. A more detailed discussion of the committee’s mission, composition, and responsibilities is contained in the Compensation and Human Resource Committee Charter, which was last amended on April 29, 2013, and is available on our corporate governance website athttp:https://www.teradata.com/compensation-committee-charter. A report of the committee is set forth below on page 3230 of this proxy statement.

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Committee on Directors and Governance:

This committee is responsible for reviewing the board’s corporate governance practices and procedures, and:procedures.

TheIn January 2019, the Governance Committee has directly engaged Semler Brossy Consulting Group, LLCextended the engagement of FW Cook as its consultant to review our director compensation programprogram. The Governance Committee reviewed the independence of FW Cook in prior years. However, becauselight of SEC rules and NYSE listing standards regarding compensation consultants and has concluded that the firm’s work for the committee didis independent and does not makeraise any changes to such program in 2016, it did not engage a compensation consultant last year.conflicts of interest.

The Governance CommitteeThis committee is composed entirely of independent directors, Messrs. Gianoni, Ringler and Stavropoulos. The committee approved the nomination of the candidates reflected in Proposal 1. A more detailed discussion of the committee’s mission, composition and responsibilities is contained in its charter, which was last amended on November 29, 2016, and is available on our corporate governance website athttp:https://www.teradata.com/committee-on-directors-and-governance-charter.

Executive Committee:

Committees 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.

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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 January 2013. Under this policy, the board’s Committee on Directors and Governance (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 provides forrequires our General Counsel to advise the Chair of the Governance Committee of any potential related person transaction involving in excess of $120,000 of which the General Counsel 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 2019, there were no related party transactions between us and our officers, directors or any of their immediate family members or entities with which they have a position or relationship that required consideration by the Governance Committee.

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Corporate Responsibility and Sustainability

Corporate Responsibility and Sustainability

STOCK OWNERSHIP

Ownership by OfficersDirectors and DirectorsOfficers

This table shows our common stock beneficially owned as of February 1, 2017,15, 2020, by each named executive officer includednamed in the Summary Compensation Table found on page 5652 of this proxy statement, eachnon-employee director, and the directors and executive officers and certain former executive officersofficer as a group.