Kimberly Nelson

About Kimberly Nelson

Kimberly K. Nelson (age 57) is an independent director of Teradata, serving since 2019. She is Executive Vice President and Chief Financial Officer of SPS Commerce, with over 20 years of senior financial leadership at cloud-based companies; she is considered an audit committee financial expert by the Board. Nelson holds an M.B.A. from the University of St. Thomas and a B.S. in Finance from Babson College .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Executive Committee member .
• Audit Committee financial expert designation (E) .
• Independence: Board affirmatively determined Nelson is independent under SEC/NYSE standards; all non-employee directors were independent in 2024 .
• Attendance: The Board and committees met 27 times in 2024; each director attended at least 75% of meetings; all directors attended the 2024 annual meeting .
• Committee activity levels in 2024: Audit (8), Compensation & People (7), Nominating & Governance (4), Executive (0) .
• Board leadership: Separate Chair and CEO; non-executive independent Chairman; regular executive sessions at every Board meeting .
• Overboarding controls: Teradata limits additional board service; each director is in compliance (including restrictions for active executive officers) .

Fixed Compensation

Notes:

• No mid-year grant in 2024; director compensation capped at $500,000 per fiscal year .
• No options were granted to, or outstanding for, non-employee directors as of Dec 31, 2024 .
• Director compensation program reviewed and benchmarked by independent consultant Aon; no changes for 2024–2025 .

Performance Compensation

• Teradata does not use performance-based metrics (e.g., PSUs/TSR) for non-employee director pay; director equity is time-based RSUs with quarterly vesting and deferral elections available .
• No options outstanding or granted for directors in 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• CFO-level financial expertise; considered an audit committee financial expert .
• Cloud technology, data analytics, and software expertise aligned to Teradata’s strategy; strong leadership and financial/accounting literacy .
• Education: M.B.A. (University of St. Thomas), B.S. Finance (Babson College) .

Equity Ownership

Insider Trades (Form 4)

RSU awards correspond to the annual director equity grant cadence and reinforce time-based vesting alignment .

Governance Assessment

• Strengths

  • Audit Committee Chair and designated financial expert, enhancing oversight of financial reporting, risk (including cybersecurity/data protection), and compliance .
  • Independence affirmed; Board structure features independent non-executive Chair and regular executive sessions, supporting effective oversight .
  • Attendance threshold met (≥75% of meetings); active committee schedule evidences engagement (Audit: 8 meetings in 2024) .
  • Ownership alignment: guideline of 5× retainer met; deferred RSUs indicate long-term alignment; hedging/pledging prohibited .
  • No related person transactions since 2024; no compensation committee interlocks; independent consultant used for director and executive compensation .

• Watch items

  • Active CFO of SPS Commerce while serving on Teradata’s Board; Teradata’s overboarding policy addresses this (one other public board for active executives) and Board reports compliance and adequate time commitment; continue monitoring attendance and engagement .

• RED FLAGS

  • None disclosed: no related-party transactions, no hedging/pledging, no director options/repricing, and directors are within ownership guidelines .