Daniel Fishback
TERADATA CORP /DE/About Daniel R. Fishback
Independent director at Teradata (TDC), age 63, serving since 2017 (Class I; tenure 8 years as of the 2025 annual meeting). Former SaaS CEO with deep cloud, data analytics, and M&A experience; chairs the Compensation and People Committee and serves on the Executive Committee. Education: B.A. in Business Administration, University of Minnesota–Duluth .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UserZoom | Co‑CEO; Chair of the Board | Co‑CEO 2018–2022; Chair 2015–2022 | Led user behavior/analytics platform; executive leadership across growth and product |
| DemandTec | President & CEO; Director | 2001–2013 | Built cloud-based collaborative optimization network; drove financial growth and product development; led M&A |
| Ariba | VP of Channels | 2000–2001 | Go-to-market and ecosystem leadership |
| Trading Dynamics; Hyperion Solutions | Sales/executive roles | Various | Enterprise software operations leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Qumu Corporation | Independent Director | 2013–2023 | Public company board experience |
| DemandTec | Director (while CEO) | 2001–2013 | Public company board experience |
| SPS Commerce | Independent Director | 2011–2012 | Public company board experience |
| CorVu | Independent Director | 2005–2007 | Public company board experience |
Board Governance
- Independence: Board affirmed all non‑employee directors (including Fishback) were independent for 2024 under SEC/NYSE rules; no independence-impairing transactions reported .
- Committee assignments: Compensation and People (Chair); Executive Committee member .
- Attendance: Board/committees met 27 times in 2024; every director attended ≥75% of meetings; all directors attended the 2024 annual meeting .
- Leadership structure: Separate Chair (independent) and CEO; regular executive sessions of independent directors at Board and committee meetings .
- Committee activity levels (context): Compensation and People Committee met 7 times in 2024, indicating active oversight .
Fixed Compensation
| Component (2024–2025 Board Year) | Amount | Detail |
|---|---|---|
| Annual cash retainer (Board) | $60,000 | Standard non‑employee director retainer |
| Compensation & People Committee Chair fee | $25,000 | Chair premium |
| Compensation & People Committee member fee | $10,000 | Membership fee (Chair also receives member fee) |
| Executive Committee | — | No specific fee disclosed |
| Total fees earned (2024) | $95,000 | Reported for Fishback in 2024 Director Compensation Table |
| Equity Grants (Directors) | Grant detail | Vesting | Fair value |
|---|---|---|---|
| Annual RSU grant (May 14, 2024) | 6,927 RSUs for each non‑employee director | Vests in four equal quarterly installments over one year; deferral election available | $235,033 aggregate grant date fair value (per‑share $33.93; grant sized from $250,000 using 20‑day average $36.09) |
- 2024 director compensation levels reviewed with independent consultant (Aon); no changes made—deemed reasonable and within market .
- Director compensation cap: $500,000 per fiscal year (cash + grant date value) under Teradata 2023 Stock Incentive Plan .
- No retirement or other director benefits .
Performance Compensation
The Compensation and People Committee (chaired by Fishback) ties executive pay to ARR growth, cloud adoption, profitability, and cash generation. Key 2024 structures and outcomes:
| 2024 Management Plan (Executives) | Measure | Weight | Business Objective | Outcome |
|---|---|---|---|---|
| Annual cash incentive | Total ARR Growth (CC) | 30% | Drive recurring revenue growth | Actual $(70)M vs target $94M; no payout on this metric (subject to margin gating) |
| Annual cash incentive | Public Cloud ARR Growth (CC) | 30% | Advance cloud growth strategy | Actual $90M vs target $200M; no payout on this metric (subject to margin gating) |
| Annual cash incentive | Non‑GAAP Operating Margin | 40% | Maintain profitability while shifting mix | Actual $376M vs target $337M; achieved maximum (200%) |
| Total payout factor | — | — | — | 80% of target for all NEOs; no individual modifiers used |
| 2024–2026 LTIP (Executives) | Measure | Weight | Design Notes |
|---|---|---|---|
| Performance RSUs | 2026 Total ARR | 40% | End‑of‑period target; pay-for-performance |
| Performance RSUs | 2026 Total Public Cloud ARR | 20% | Cloud mix emphasis |
| Performance RSUs | 2024–2026 Free Cash Flow | 40% | Cumulative FCF focus |
- Committee adjusted performance goals in 2023–2025 and 2024–2026 LTIPs amid 2024 forecasting challenges; reduced maximum payout from 200% to 150% to limit windfall and preserve retention while aligning with revised long‑range plan—recognized as potentially controversial but chosen over more dilutive alternatives .
- 2025–2027 LTIP design changes: 50% performance RSUs and 50% service RSUs; introduce Rule of 40, multi‑year FCF, and 2025 Total ARR—previewed with and supported by investors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Not disclosed for Fishback as current; past public boards listed below |
| Prior public boards | Qumu (2013–2023); DemandTec (2001–2013); SPS Commerce (2011–2012); CorVu (2005–2007) |
| Committee interlocks | None in 2024; no executive served on another company’s comp committee where that company’s executive served on TDC’s comp committee/Board |
| Related‑party transactions | None requiring disclosure since beginning of 2024 |
Expertise & Qualifications
- Cloud/data analytics/software expertise; leadership; financial/accounting literacy; global business; sales/marketing background per board skills matrix and biography .
Equity Ownership
| Holder | Total Beneficial Ownership | Components | % of Class |
|---|---|---|---|
| Daniel R. Fishback | 54,301 shares | Includes 37,102 vested RSUs with receipt deferred; no options outstanding disclosed | <1% (company-wide table shows “*”) of 96,035,434 shares outstanding |
- Stock ownership guidelines: Directors must hold stock valued at ≥5× the $60,000 retainer within five years; all directors in compliance as of Dec 31, 2024 .
- Hedging/pledging: Hedging and pledging prohibited for directors; short sales and publicly traded options prohibited .
- Insider trading policy includes windows, pre‑clearance, and blackout periods .
Governance Assessment
- Strengths: Independent status; active chair of Compensation and People Committee; high committee activity; strong pay-for-performance architecture (ARR, cloud ARR, margin, FCF); anti‑hedging/pledging and clawback policies; majority vote standard; proxy access; robust stockholder engagement; 95.4% Say‑on‑Pay support in 2024 .
- Attendance/engagement: Met threshold (≥75%) and attended annual meeting, supporting board effectiveness .
- Ownership alignment: Material personal holdings with deferred RSUs; compliance with ownership guidelines; no pledging—reduces misalignment risk .
- Potential red flags to monitor: Committee’s reset of LTIP performance goals (2023–2025 and 2024–2026) and reduction of maxima—could draw scrutiny from proxy advisors on rigor; management framed as retention‑focused and less dilutive than alternatives . No related‑party transactions or interlocks disclosed .
Implications: As Compensation Committee Chair, Fishback is central to TDC’s executive pay design amid transformation and AI‑driven market shifts. The LTIP goal resets reflect pragmatic retention amid revised forecasts; investors should monitor 2025–2027 Rule of 40 and FCF targets, ARR progress, and any future plan modifications for rigor and alignment .