Additional Information Concerning the Board of Directors
As more fully discussed under the heading
CEO Transition and New Executive Leadership on page 32 of the Compensation Discussion and Analysis section of this proxy statement, effective November 5, 2019, Mr. Ratzesberger was removed as President and CEO and replaced with
Mr. Lund, our Interim President and CEO. In connection with this transition, the board promptly established an independent search committee (the CEO Search Committee) to advise the board on the identification and appointment of a
new President and CEO. The CEO Search Committee has retained a leading independent search firm, Spencer Stuart, to assist it in identifying, vetting and contacting qualified candidates. The CEO Search Committee is undertaking a thorough and
thoughtful search process to ensure that the permanent CEO to succeed Mr. Lund is the right leader to guide us through completion of our successful transformation.
Code of Ethics
We have a Code of Conduct that sets the
standard for ethics and compliance for all of our employees, including our officers, directors, chief accounting officer, and corporate controller. Our Code of Conduct is available on our corporate governance website at https://www.teradata.com/code-of-conduct.
Policy Regarding
Hedging and Pledging of Teradata Securities
Pursuant to the Teradata Insider Trading Policy, Teradata associates (including employees, officers, and members
of the Teradata Board of Directors) may not trade in derivative securities of Teradata or engage in hedging transactions involving Teradata securities. For purposes of this policy, derivative securities include publicly traded options,
short sales, puts, calls, covered calls, straddles, strips, or similar derivative securities whether or not issued directly by the Company or by any stock exchange, and hedging transactions include
pre-paid variable forwards, equity swaps, collars and exchange funds designed to hedge or offset any decrease in the market value of Teradata securities held by the Companys employees, officers and
directors.
In addition, under the Insider Trading Policy, directors and executive officers are prohibited from pledging Teradata securities as collateral for loans
(including depositing such securities in margin accounts). While all other Teradata employees are not prohibited from pledging Teradata securities as collateral for loans, such employees are advised to exercise caution in holding Teradata securities
in a margin account or pledging Teradata securities as collateral for a loan.
Delinquent Section 16(a) Reports
To the best of our knowledge, in 2019 all of our executive officers and directors timely filed the reports required under Section 16(a) of the Securities Exchange
Act of 1934, except that Scott Brown, our Chief Revenue Officer, filed one late report due to an inadvertent administrative oversight by the Company.
Meetings and Meeting Attendance
The Board and its committees met throughout the year on a set schedule, held special meetings, and acted by
written consent from time to time as appropriate. At each of its regular meetings, the board met in executive session without the CEO present. Members of the senior management team regularly attend board meetings to present information on our
business and strategy, and board members are welcome and encouraged to meet with employees worldwide and to attend industry, analyst, and other major events.
The
board and its committees met a total of 30 times last year. In 2019, each of the directors attended 75% or more of the total number of meetings of the board and the committee(s) on which he or she serves except for Ms. Nelson, who joined our
Board in November 2019 and attended two out of three meetings. In addition, under the boards Corporate Governance Guidelines, our directors are expected to attend our annual meeting of stockholders each year. All of our directors attended the
2019 annual meeting of stockholders, except Ms. Nelson who did not join our board until November 2019.
Director Commitments
Under our Corporate Governance Guidelines, each board member is expected to ensure that other existing and planned future commitments do not materially interfere with the
other members service as a director and that he or she devotes the time necessary to discharge his or her duties as a director. In assessing whether directors and nominees for director have sufficient time and attention to devote to board
duties, the Governance Committee and our board consider, among other things, whether directors may be overboarded, which refers to the situation where a director serves on an excessive number of boards. Under our Corporate
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