Joanne Olsen
TERADATA CORP /DE/About Joanne B. Olsen
Independent director of Teradata Corporation since 2018; age 66. Former Oracle Executive Vice President of Cloud Services and Support and long-tenured IBM executive across sales, financing, and hardware; B.A. in Mathematics, Economics, and Accounting from East Stroudsburg University. Currently serves on TDC’s Audit Committee and is nominated for re-election as a Class III director through the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oracle Corporation | EVP, Cloud Services & Support | 2016–2017 | Led cloud services and support execution during Oracle’s cloud transformation |
| Oracle Corporation | SVP; Leader of North America applications sales, alliances, consulting | 2010–2016 | Drove enterprise applications go-to-market and partnerships |
| IBM Corporation | Various executive positions across sales, global financing, hardware | ~30 years | Execution across hardware and services; scaled operations expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Keysight Technologies | Independent Director | 2019–Present | Not disclosed in TDC proxy |
| Ciena Corporation | Independent Director | 2018–Present | Not disclosed in TDC proxy |
Board Governance
- Committee assignments: Audit Committee member; not designated Audit Committee Financial Expert (E designation is held by Kimberly K. Nelson and Todd E. McElhatton) .
- Independence: Board affirmed Olsen and all non-employee directors are independent under SEC/NYSE standards; no transactions requiring independence review in 2024 .
- Attendance and engagement: Each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Board leadership and executive sessions: Separate independent Chair; executive sessions of independent directors at every regular Board meeting .
- Election support (2025 annual meeting): Joanne B. Olsen received 66,127,589 For; 10,906,051 Against; 333,556 Abstain; 9,175,750 broker non-votes .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $60,000 | Standard non-employee director retainer |
| Audit Committee member fee | $15,000 | Paid to members, including chair |
| Meeting fees | N/A | Not part of program |
| 2024 fees earned (Olsen) | $75,000 | $60k Board + $15k Audit member |
| 2024 Director Compensation (Olsen) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amounts (2024) | 75,000 | 235,033 | 310,033 |
Program features:
- No retirement benefits for directors; total annual director compensation capped at $500,000 (cash+equity value) under the 2023 Stock Incentive Plan .
- Directors may elect to receive retainer in stock and/or defer receipt of shares .
Performance Compensation
| Equity Grant | Grant Date | RSUs (#) | Dollar Value | Vesting | Per-Share Grant-Date FV | Notes |
|---|---|---|---|---|---|---|
| Annual Director RSU (Olsen) | May 14, 2024 | 6,927 | $250,000 | Vests over 1 year in 4 equal quarterly installments; deferral elective | $33.93 | RSU count determined using 20-day average price $36.09 |
| Unvested RSUs at 12/31/2024 | — | 3,464 | — | Remaining quarterly vest dates in 2025 | — | Applies to each non-employee director |
- Director equity is time-based RSUs; no performance metrics tied to director compensation are disclosed .
Other Directorships & Interlocks
- External public boards: Keysight Technologies (since 2019), Ciena Corporation (since 2018) .
- Limits and overboarding: TDC guidelines cap other boards; Audit members capped on external audit committees; Board indicates all directors comply with commitment limits .
- Related-party transactions: None since beginning of 2024; no proposed related-party transactions requiring disclosure .
Expertise & Qualifications
- Cloud transformation, data analytics, professional services, and sales/marketing background aligned to TDC’s strategy .
- Financial/accounting literacy (per Board qualifications matrix) .
- Global business experience; operational and partnership execution across Oracle and IBM .
Equity Ownership
| Holder | Total Shares Beneficially Owned | Options (Exercisable within 60 days) | % of Class | Notes |
|---|---|---|---|---|
| Joanne B. Olsen | 13,221 | — | <1% | As of March 21, 2025 |
| Stock ownership guideline | 5× annual retainer ($300,000 target value) | — | — | All directors in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors | — | — | Company policy bans hedging, short sales, publicly traded options, and pledging for directors |
Insider trades and ownership changes:
| Date | Filing | Summary |
|---|---|---|
| May 19, 2025 | Form 4 filed by Joanne Beth Olsen | Statement of changes in beneficial ownership; attorney-in-fact signature (Teradata) |
Governance Assessment
- Independence and committee effectiveness: Olsen is an independent director with audit oversight responsibilities; the Board conducts executive sessions and maintains independent chair leadership, supporting robust oversight .
- Engagement and attendance: She met the ≥75% attendance threshold and participated in the annual meeting, indicating active engagement .
- Ownership alignment: Holds TDC shares and complies with stringent 5× retainer stock ownership guidelines; hedging/pledging prohibited, strengthening alignment and risk controls .
- Director pay mix: Balanced cash retainer plus time-based RSUs with quarterly vesting; annual equity value standardized across directors; no meeting fees or perquisites; total 2024 director pay for Olsen was $310,033 .
- Shareholder signals: Strong say-on-pay support (95.4%) and robust vote support for Olsen’s re-election in 2025 underpin investor confidence in governance and board composition .
- Conflicts/related-party exposure: No related-party transactions; governance guidelines bar compensation committee interlocks and restrict external committee/board loads; no red flags disclosed .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, attendance shortfalls, or director-specific pay anomalies in the proxy period reviewed .
Context: TDC adjusted executive long-term performance goals (2023–2025 and 2024–2026 LTIPs) and reduced maximum payouts to maintain retention and alignment with a revised long-range plan after 2024 challenges; while not related to director pay, this is a governance signal that the Compensation and People Committee prioritized incentive effectiveness and investor alignment .