Charles Smotherman
TERADATA CORP /DE/About Charles Smotherman
Interim Chief Financial Officer of Teradata (TDC) from March 24, 2025 through the CFO transition announced August 5, 2025; previously SVP & Chief Accounting Officer with a return to that role after the interim period . As interim CFO, Smotherman signed SEC filings and delivered earnings guidance and margin/free cash flow commentary, emphasizing a return to total ARR growth in Q4 2025, operating margin expansion, and disciplined capital returns . Recent company performance context is included in the tables below (revenues, EBITDA, net income).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teradata Corporation | Interim Chief Financial Officer | 2025 (Mar–Aug) | Guided 2025 outlook; highlighted ARR trajectory, operating margin expansion (+270 bps YoY in Q1), free cash flow discipline, and buybacks . Signed SEC filings as interim CFO . |
| Teradata Corporation | SVP & Chief Accounting Officer | Pre-2025; returned post-interim CFO | Continuity in controllership/internal controls; offer letter states return to CAO at end of interim assignment . |
External Roles
No public-company external board roles or outside directorships disclosed in available filings. (Not found in DEF 14A, 8-Ks, 10-Qs) .
Fixed Compensation
| Component | Terms (Interim CFO 2025) | Notes |
|---|---|---|
| Base Salary | $530,000 annualized | Effective March 24, 2025 through interim term; paid bi-weekly . |
| Annual Bonus (MIP) | Target = 100% of base salary | Targeted annual compensation opportunity $1,060,000; pro-rated for time served; based on financial/strategic goals and individual objectives; no guarantee . |
| Governance | Level I participant in Executive Severance Plan; participant in Change in Control Plan during interim term | ESP and CIC participation confirmed; plans subject to amendment . |
Performance Compensation
| Incentive Type | Metric | Target/Allocation | Vesting | Payout Mechanics | Notes |
|---|---|---|---|---|---|
| Special Equity Grant (RSUs) | Service-based (retention/transition) | $2,000,000 target value; shares = $2,000,000 ÷ preceding 20-day average price before grant | Two equal annual installments on grant anniversaries; grant effective March 25, 2025 | Settlement per RSU agreement under the 2023 Stock Incentive Plan | One-time interim role recognition; 100% RSUs, no performance hurdles . |
| Company Annual Equity Program (context) | PBRSUs (60%) + RSUs (40%) | PBRSUs tied to multi-year financial goals; RSUs time-based | Typically 3-year performance period for PBRSUs; RSUs vest over 3 years | Determined by Compensation Committee each year | General program terms for executive officers; Smotherman’s special grant differs (service-based only) . |
| MIP (Annual Cash Incentive) | Financial and/or strategic performance + individual objectives | Target = 100% of base (pro-rated) | Annual cycle | Committee discretion; paid following program year if earned | Standard executive plan terms apply . |
Equity Ownership & Alignment
- No hedging or pledging of Company stock permitted for executive officers (policy) .
- Stock ownership guidelines maintained for executive officers; robust ownership levels required (specific multiples not disclosed for Smotherman) .
- Equity award governance includes clawback and “harmful activity” cancellation/recoupment provisions .
- RSU transfer restrictions; awards generally non-transferable except by will/descent; confidentiality obligations tied to equity agreements .
- Beneficial ownership (Form 4) details for Smotherman were not disclosed in the documents searched; no pledging reported. (Searched DEF 14A, 8-Ks, 10-Q/Exhibits; no Form 4 records surfaced) .
Employment Terms
| Term | Detail | Citation |
|---|---|---|
| Start date (Interim CFO) | Effective March 24, 2025; acceptance signed March 24, 2025 | |
| Interim Scope | Interim CFO role; reports to CEO; compensation terms revert to SVP & CAO post-interim | |
| Executive Severance Plan (ESP) | Salary + target annual cash incentive continuation for one year; prorated annual bonus; continued benefits; outplacement up to one year; pro-rata vesting of service-based and performance-based RSUs (performance RSUs subject to actual performance) | |
| Retirement considerations | Additional year of vesting service for stock options and service-based RSUs for retirement-eligible participants; CFO-specific negotiated terms not applicable to Smotherman | |
| Change-in-Control (CIC) | Double-trigger design for severance and equity vesting; equity awards governed by CIC plan Section 20 | |
| Forfeiture/Termination for Cause | RSUs forfeited upon termination for Cause; clawback of shares/values acquired in prior two years at Committee discretion | |
| Garden leave/notice | Termination deemed effective when no longer actively employed; not extended by notice period or “garden leave” | |
| Non-compete | 12 months post-employment (where enforceable); scope tied to competitive roles/products worked on; state-specific exclusions (e.g., CA, ND, OK, DC) | |
| Non-solicit | 12 months post-employment (where enforceable) | |
| Confidentiality | Agreement confidential; violation can trigger forfeiture; whistleblower carve-outs preserved | |
| Transferability | RSUs not transferable/pledgeable; limited exceptions | |
| Definitions/Insider status | “Insider” includes officers for Section 16 purposes | |
| Tax gross-ups | No excise tax gross-ups in Company severance plans (best practice) |
Company Performance (Context)
Annual performance (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 1,795,000,000 | 1,833,000,000 | 1,750,000,000 |
| EBITDA ($) | 246,000,000* | 291,000,000* | 302,000,000* |
| Net Income ($) | 33,000,000 | 62,000,000 | 114,000,000 |
Quarterly performance (USD):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 409,000,000 | 418,000,000 | 408,000,000 | 416,000,000 |
| EBITDA ($) | 63,000,000* | 82,000,000* | 47,000,000* | 85,000,000* |
| Net Income ($) | 25,000,000 | 44,000,000 | 9,000,000 | 40,000,000 |
*Values retrieved from S&P Global.
Q1 2025 management commentary (Smotherman):
- Reaffirmed outlook for total ARR (flat to +2%) and cloud ARR (+14% to +18%); guided Q2 recurring revenue (-5% to -7% YoY cc) and total revenue (-7% to -9% YoY cc), with non-GAAP EPS $0.37–$0.41 .
- Reported Q1: recurring revenue $358M (-6% YoY cc), total revenue $418M (-8% cc), operating margin 21.8% (+270 bps YoY), non-GAAP EPS $0.66, free cash flow $7M; reiterated commitment to returning at least 50% of FCF via repurchases .
Investment Implications
- Alignment: Interim package was cash-light and equity-heavy via a $2M two-year RSU (service-based) that vests on anniversaries—promotes near-term retention through March 2027 while avoiding performance-hurdle risk; strong governance backbone (clawback, double-trigger CIC, no hedging/pledging, no tax gross-ups) reduces shareholder risk .
- Retention risk and selling pressure: Two-year vesting creates step-function vest dates; absent disclosed beneficial ownership, monitor Form 4 around March 25, 2026/2027 for potential sell activity tied to vestings; RSU agreements restrict transfer/pledge, lowering pledge risk .
- Pay-for-performance: Interim RSU lacks performance metrics, but Company’s standard program weights 60% PBRSUs over 3 years, linking senior executives to financial outcomes; Smotherman’s MIP is fully performance-based and pro-rated for tenure .
- Change-of-control economics: Double-trigger CIC and pro-rata vesting treatment under severance plan curb windfall risk and align payouts to actual separation post-transaction .
- Execution track record: As interim CFO, Smotherman articulated conservative guidance, improved operating margin, and FCF discipline; transition to a permanent CFO in August 2025 reduces leadership overhang but places Smotherman back in CAO for continuity in controls .