TERADATA CORP (TDC)
Sector: Information Technology
2026 Annual Meeting Analysis
TERADATA CORP · Meeting: May 14, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
McMillan has served as CEO and director since 2020, giving him full tenure overlap with Teradata's severe stock underperformance: TDC's 3-year return of -33.8% trails the company's own disclosed compensation peer group median of +24.2% by 58 percentage points, far exceeding the 20-percentage-point trigger for companies with negative absolute returns; the 5-year check does not rescue the vote because the 5-year gap of -45.4pp also exceeds the same 20pp threshold, confirming this is sustained rather than transient underperformance.
Nelson has served as a director since 2019, giving her complete overlap with the multi-year stock underperformance period; TDC's 3-year return of -33.8% trails the peer group median by 58 percentage points (threshold: 20pp for negative absolute TSR), and the 5-year gap of -45.4pp similarly exceeds the threshold, meaning the longer track record does not provide the mitigating offset the policy requires to downgrade a vote from AGAINST to FOR.
For Analysis
Fisher joined the board on March 1, 2026 — less than 24 months before the meeting — and is therefore exempt from the TSR underperformance trigger under policy; she brings strong CFO experience at public technology companies and is designated an audit committee financial expert, providing relevant qualifications for her role.
Of the three Class I nominees, Fisher receives a FOR vote as a newly joined director exempt from the TSR trigger; McMillan and Nelson both receive AGAINST votes because Teradata's 3-year stock return of -33.8% underperforms the company's own disclosed peer group median (+24.2%) by 58 percentage points — far above the 20pp trigger applicable when absolute returns are negative — and the 5-year check (-45.4pp gap) confirms the underperformance is sustained, eliminating the policy mitigant.
Say on Pay
✓ FORCEO
Stephen McMillan
Total Comp
$16,062,525
Prior Support
83%%
The prior year Say on Pay received 83% support, well above the 70% threshold that would require visible changes; CEO total compensation of approximately $16.1 million consists predominantly of long-term equity awards (roughly 80% of total pay) tied to measurable financial metrics including Total ARR growth, Rule of 40, Free Cash Flow, and Non-GAAP Operating Margin, satisfying the policy's requirement that at least 50-60% of pay be performance-based; while Teradata's stock has underperformed peers, the variable pay structure meaningfully links executive outcomes to company performance — the 2023-2025 long-term incentive paid out at only 74% of target reflecting actual performance shortfalls, and the annual incentive paid out at 100% against metrics that were genuinely achieved — so incentive pay and performance are reasonably aligned given the structure of the program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,005,250
Non-Audit Fees
$6,500
Non-audit fees of $6,500 represent less than 1% of audit fees of $3,005,250 — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so no tenure trigger applies, and there is no indication of material financial restatements attributable to audit failure; PwC is a Big 4 firm appropriate for a $2.4 billion public company.
Overall Assessment
The 2026 Teradata annual meeting features four proposals; the most significant governance concern is sustained multi-year stock underperformance relative to the company's own disclosed peer group (-58pp over 3 years, -45pp over 5 years), which triggers AGAINST votes for CEO McMillan and director Nelson while newly appointed director Fisher is exempt as a recent joiner; the auditor ratification and Say on Pay proposals both pass the relevant policy screens and receive FOR votes.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing