John Schwarz
TERADATA CORP /DE/About John G. Schwarz
Independent director of Teradata (TDC) since 2010; age 74. Former CEO of Business Objects and SAP Business Objects; prior President/COO of Symantec and 25-year IBM veteran. Co‑founder and current Chairman of Visier; recognized for deep technology, analytics, and cybersecurity expertise. Education: B.S. in Computer Science (University of Manitoba); Honorary Doctorate (Dalhousie). Joined TDC’s board in 2010; currently serves on the Compensation and People Committee; affirmed independent under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| SAP Business Objects | CEO | 2008–2010 | Led post-acquisition integration into SAP |
| Business Objects | CEO | 2005–2008 | Scaled BI leader prior to SAP acquisition |
| Symantec | President & COO | 2001–2005 | Oversaw infrastructure security/storage businesses |
| Reciprocal | President & CEO | 2000–2001 | Digital content distribution services |
| IBM | Various; last role GM, Industry Solutions | ~1975–2000 | Built global applications/services for large industry clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Visier (private) | Co‑founder; Chairman; former CEO | 2010–present (CEO 2010–2020) | Business analytics cloud software |
| Mambu BD (private) | Chairman of the Board | 2024–present | Cloud core banking; Netherlands-based |
| Synopsys (public) | Independent Director | 2007–present | Semiconductor EDA/software |
| Avast plc (public) | Independent Director; Chairman | 2011–2022; Chair 2014–2022 | Cybersecurity (public until acquisition) |
| SuccessFactors (public) | Independent Director | 2010–2011 | HCM software |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Compensation and People Committee (member) |
| Chair roles | None at TDC |
| Independence | Board determined Schwarz (and all 2024 non-employee directors) independent; no material relationships disclosed |
| Attendance | In 2024, each director attended ≥75% of Board/committee meetings; all directors attended 2024 annual meeting |
| Years of service | 14 years as of 2025 annual meeting (Joined 2010) |
| Board/committee meetings (2024) | Board/committees met 27 times; Compensation and People 7; Audit 8; Governance 4; Executive 0 |
| Lead/Chair structure | Independent, non-executive Chairman (Gianoni); separate CEO/Chair; executive sessions of independent directors at every regular Board meeting |
| Anti-hedging/pledging | Hedging prohibited; directors prohibited from pledging Teradata securities |
| Related-person transactions | None requiring disclosure since beginning of 2024 |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $60,000 | Paid to each non-employee director |
| Compensation & People Committee member retainer | $10,000 | Paid to each committee member (including chair) |
| 2024 cash paid (Schwarz) | $70,000 | Matches $60k Board + $10k committee |
| Annual equity grant (RSUs) | $250,000 grant-date value; 6,927 RSUs on 5/14/2024 | Vests quarterly over 1 year; directors may defer |
| 2024 stock award (Schwarz) | $235,033 grant-date fair value | Per FASB ASC 718; per-share fair value $33.93 |
| 2024 total director comp (Schwarz) | $305,033 | Cash + equity |
Performance Compensation
Directors do not receive performance-based incentive pay at TDC; annual director RSUs are time-based and vest in four equal quarterly installments over one year .
Other Directorships & Interlocks
- Current public company boards: Synopsys (independent director) .
- No compensation committee interlocks in 2024; no TDC officers served on boards/comp committees of companies where TDC committee members were executives .
Expertise & Qualifications
- Cloud technology, data analytics, and software expertise; leadership; financial literacy; global business; sales/marketing — as mapped by TDC’s board skills matrix .
- Recognized for significant cybersecurity expertise and broad experience operating technology companies .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (3/21/2025) | 88,558 shares; <1% of outstanding |
| Vested deferred RSUs included | 86,837 units (deliverable after board service ends) |
| Unvested RSUs outstanding (12/31/2024) | 3,464 RSUs |
| Options | None outstanding for non-employee directors as of 12/31/2024 |
| Ownership guidelines | 5x annual retainer ($60k) within five years; all directors in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors under policy |
Insider Trades (Form 4)
| Date (Tx) | Type | Shares | Post-Transaction Holdings | SEC Filing |
|---|---|---|---|---|
| 2023-05-12 | Award (A) | 6,176 | 83,363 | |
| 2024-05-14 | Award (A) | 6,927 | 90,290 | |
| 2025-05-15 | Award (A) | 11,489 | 101,779 |
Note: Awards reflect annual director RSUs granted at $0 transaction price; post-transaction holdings reflect Form 4 reported totals.
Governance Assessment
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Strengths
- Independence and engagement: Schwarz is independent; Board separates Chair/CEO and holds executive sessions; all directors attended 2024 annual meeting; ≥75% attendance achieved; robust investor outreach (engaged holders of >65% of shares) and strong say‑on‑pay support (95.4% in 2024) .
- Alignment: Significant director equity via RSUs; large deferred RSU balance indicates meaningful skin‑in‑the‑game; director ownership guidelines in place and met; hedging/pledging prohibited .
- Relevant expertise: Decades of enterprise software, analytics, and cybersecurity operator experience; current exposure to AI/data trends via Visier .
-
Watch items
- Tenure/refreshment: 14 years on TDC Board — helpful continuity but warrants ongoing refreshment consideration; Board highlights 2 new independent directors in past 5 years and average tenure of 7.9 years, which partially mitigates stagnation risk .
- Compensation committee discretion: As a member of the Compensation & People Committee, Schwarz participated in resetting long‑term performance goals for 2023–2025 and 2024–2026 LTIPs (with maximum payout reduced to 150%) due to forecasting challenges and market shifts. Committee acknowledged potential negative proxy advisor views but justified adjustments as retention-focused and less dilutive than alternatives; investors should monitor future pay outcomes and say‑on‑pay trends .
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No red flags disclosed
- No related‑party transactions involving directors; no hedging/pledging; no disclosed attendance issues; no interlocks in 2024 .
Director Compensation Structure (Context)
| Element | 2024–2025 Board Year | Notes |
|---|---|---|
| Board retainer | $60,000 cash | Election to take stock and/or defer allowed |
| Committee retainers | Audit member $15k; Comp & People member $10k; Governance member $5k; Chairs: Audit $35k; Comp & People $25k; Governance $15k | |
| Equity grant | $250,000 RSU grant at annual meeting; vests quarterly over 1 year; deferral allowed | |
| Director comp limit | $500,000 per fiscal year (cash + grant-date equity value) |
Implication: Schwarz’s cash/equity mix (≈23% cash / 77% equity for 2024) aligns director incentives with long-term shareholder outcomes via time‑based equity .
Compensation Committee Analysis (Composition & Process)
- Committee members: Fishback (Chair), Chou, Schwarz — all independent; uses Aon as independent compensation consultant; Aon also reviewed director pay; Governance Committee concluded no consultant conflicts .
- Practices: Clawback and harmful activity policies; prohibition on hedging/pledging; ongoing stockholder engagement; threshold/maximum payout caps; majority performance-based executive LTI historically (moving to 50/50 in 2025) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 95.4% .
- Engagement: Outreach to investors representing >65% of outstanding shares; feedback considered in 2025 program (e.g., addition of Rule of 40 in LTIP) .
Related‑Party and Conflicts Check
- TDC policy requires Governance Committee review/approval of any related‑party transaction >$120k; none reported since start of 2024. Board affirmed director independence and no material relationships for Schwarz; anti-hedging/pledging policy in effect .