Compensation and People Committee Charter
The Compensation and People Committee (the “Committee”) shall (a) discharge the Board of Director’s responsibilities relating to compensation of the executive officers of Teradata Corporation (the “Company”) and (b) oversee the Company's strategies and progress related to people management, including, talent management and development, corporate culture, pay equity, talent acquisition, employee engagement, and diversity, equity, and inclusion practices and assist the Board with succession planning and leadership development activities for the Chief Executive Officer (“CEO”) and other executive officers For purposes of this Charter, the term “executive officer” refers to those officers of the Company designated by the Board as officers under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Committee shall consist of at least two members of the Board of Directors as appointed by a majority of the Board on the recommendation of the Committee on Directors and Governance and will serve at the Board’s discretion. One member shall be appointed by the Board to serve as Chair of the Committee. Any member of the Committee may be removed by a majority of the Board of Directors.
All of the members of the Committee shall be "independent" Directors, as determined by the Board under the standards set forth in the Board's Corporate Governance Guidelines and the New York Stock Exchange (“NYSE”) Listing Standards, and otherwise satisfy the applicable requirements for compensation committee service imposed by the Exchange Act or the NYSE. Additionally, at least two members of the Committee shall qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Exchange Act.
Primary Duties and Responsibilities
Executive Officer and Other Compensation
- Review and approve the Company's total compensation goals, objectives, and programs covering executive officers.
- Review and approve, at least annually, the goals and objectives of the CEO relevant to compensation, evaluate the CEO’s performance against such goals and objectives and, together with the other independent members of the Board, determine and approve compensation to the CEO based on this evaluation. In determining the incentive components of the CEO's compensation, the Committee will consider the Company's performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, the awards given to the CEO in past years, and other criteria deemed appropriate by the Committee.
- Review and approve, at least annually, the goals and objectives of the other executive officers relevant to compensation, evaluate their performance against such goals and objectives and determine compensation to the other executive officers based on this evaluation and other criteria deemed appropriate by the Committee.
- Review and approve (or recommend to the Board of Directors for approval, if Board approval is required by the terms of such plan or arrangement) any employment agreements and severance plans or agreements, change-in-control, retention, retirement or deferred compensation plans or arrangements, any special or supplementary compensation and benefits, perquisite arrangements and any cash-based incentive plans for the Company’s current or former executive officers.
- Review and make recommendations to the Board with respect to compensation-related proposals to be submitted to a vote of stockholders, including advisory votes on executive compensation (say-on-pay votes) and the frequency of say-on-pay votes. The Committee will also review and consider stockholder feedback on say-on-pay votes and other compensation-related proposals.
- Oversee engagement with stockholders and proxy advisory firms on compensation for executive officers and other compensation-related matters.
- Periodically review and revise a peer group of companies against which to assess the Company’s compensation programs and practices for executive officers so that they are competitive and supportive of the Company’s strategy and objectives.
- Review, and recommend to the Board of Directors for approval, any equity-based incentive plans applicable to employees generally and any equity award granting policy, and administer such plans, except for such items as may have been delegated to one or more directors on the Committee, another director, or other persons, each as permitted by applicable law, listing standards and the terms of any plan.
- Review annually the potential risk to the Company from its incentive compensation policies, practices and arrangements, taking into consideration whether such policies, practices and arrangements may have a material adverse effect on the Company, and management’s disclosure on the connection between pay and risk taking.
- Review periodically the executive officer stock ownership guidelines, and review annually compliance of the CEO and other executive officers with such guidelines.
- Review and approve policies with respect to the recovery or “clawback” of any excess compensation (including incentive compensation) paid to any of the Company’s executive officers.
People and Leadership Development
- Assist the Board in oversight of the Company’s plans for succession and development for the CEO and other executive officers and, on an annual basis, assist the Board in reviewing and monitoring such succession planning.
- Oversee the Company's various benefit plans that are subject to ERISA, including the Company’s 401(k) plan. The Committee may delegate those responsibilities to management as it deems appropriate.
- Periodically review and monitor the Company’s people management strategies and activities, including the Company’s disclosure of such strategies and activities in its public filings and reports, including matters relating to talent management and development, corporate culture, pay equity, talent acquisition, employee engagement, and diversity, equity, and inclusion practices.
- In accordance with applicable rules and regulations, the Committee will (a) review and discuss the Compensation Discussion and Analysis (“CD&A”) required to be included in the Company’s proxy statement and annual report on Form 10-K with management and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be included therein, and (b) produce the Committee’s annual report on executive compensation for inclusion in the Company's proxy statement.
- Report at the next regular meeting of the Board all significant items discussed and actions taken at any Committee meeting and make recommendations to the Board as appropriate.
Other Responsibilities and Authority
The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant, independent legal counsel or other advisor (“Advisor”), as necessary to assist with the execution of its duties and responsibilities. The Committee shall be directly responsible for the retention, appointment, compensation, oversight and termination of the work of any Advisor retained by the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to an Advisor retained by the Committee. The Committee may select an Advisor to the Committee only after taking into consideration all factors relevant to that person’s independence from management, including the following independence factors:
- The provision of other services to the Company by the person that employs the Advisor;
- The amount of fees received from the Company by the person that employs the Advisor, as a percentage of the total revenue of the person that employs the Advisor;
- The policies and procedures of the person that employs the Advisor that are designed to prevent conflicts of interest;
- Any business or personal relationship of the Advisor with a member of the Committee;
- Any stock of the Company owned by the Advisor; and
- Any business or personal relationship of the Advisor or the person employing the Advisor with an executive officer of the Company.
The Committee shall evaluate whether any Advisor retained or to be retained by the Committee has any conflict of interest based on an evaluation of the above independence factors.
- On an annual basis, evaluate the Committee's performance and report such evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.
- Perform such other oversight functions that from time to time may be assigned to it by the Board of Directors.
- Review and reassess the adequacy of this Compensation and People Committee's charter periodically and submit any recommended changes to the Board for approval.
- The Committee may form and delegate authority to subcommittees of the Board and the CEO as it deems appropriate and as permitted under applicable law.
- The Committee may request that members of management be present at its meetings as it may deem desirable and appropriate. The Committee shall have all of the resources and authority to discharge its duties and responsibilities.
Structure and Operations
- The Committee shall hold at least four regular meetings during the year and additional meetings at any time as the Committee Chair deems necessary.
- On a regular basis, but no less than annually, the Committee shall meet in executive session.
- A majority of the Committee members shall constitute a quorum, present in person or by telephone or through other electronic means permissible under applicable law.
- The Committee may also act by unanimous written consent in lieu of a meeting in accordance with the Company’s Bylaws
Amended and Restated: August 8, 2022