Lisa Bacus
TERADATA CORP /DE/About Lisa Bacus
Lisa R. Bacus is age 61, an independent Class II director at Teradata (TDC) who joined the Board in 2015, with tenure of 10 years as of the 2025 annual meeting . She brings 30+ years of senior leadership in marketing, strategic planning, and data analytics, with prior executive roles at Cigna, American Family Insurance, and Ford; she holds an MBA from Duke University and BS Management/BA Spanish from Northern Arizona University . The Board has affirmed her independence and disclosed no related-party transactions requiring review in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cigna Corporation | EVP & Chief Marketing Officer | 2013–2019 | Led global marketing; strategic planning and data analytics focus |
| American Family Insurance Group | EVP & Chief Marketer; VP Marketing | 2011–2013; 2008–2011 | Customer experience and branding oversight |
| Ford Motor Company | Various executive leadership positions incl. Executive Director Global Market Research & Insights; Executive Director Global Marketing Strategy; head of marketing for Ford Mexico | 1986–2008 | International operations and market research leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Douglas Dynamics | Independent Director | 2020–Present | Not disclosed in TDC proxy |
| Selective Insurance Group | Independent Director | 2020–Present | Not disclosed in TDC proxy |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Governance | Member | 4 | Not Chair |
| Audit | Not a member | 8 | Audit Committee financial experts designated (others) |
| Compensation & People | Not a member | 7 | Historical: member in 2021 (Compensation & Human Resource Committee) |
| Executive | Not a member | 0 | — |
- Independence: Board determined all non-employee directors (including Bacus) were independent in 2024; no transactions required independence review .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Tenure and skills: Tenure 10 years; expertise in cloud technology/data analytics/software, leadership, financial literacy, global business, and sales/marketing .
- Board structure and risk oversight: Separate Chair/CEO; non-executive Chair; regular executive sessions; active oversight of strategy, risk, cyber, ESG; anti-hedging/pledging policy applies to directors .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Board retainer | 60,000 | Non-employee director cash retainer (2024–2025 board year) |
| Governance Committee member retainer | 5,000 | Member (including Chair) retainer (Bacus is a member) |
| Total cash fees earned (2024) | 65,000 | Matches Board + Governance retainers |
Program notes:
- Additional retainers (not applicable to Bacus in 2024): Audit member $15,000; Compensation member $10,000; Governance Chair $15,000; Audit Chair $35,000; Compensation Chair $25,000 .
- Director compensation limit: Total annual director compensation (cash + equity grant-date value) capped at $500,000 under the 2023 Stock Incentive Plan .
- No retirement or other benefit programs for non-employee directors .
Performance Compensation
| Metric | Value | Detail |
|---|---|---|
| Annual equity grant (RSUs) | $250,000 | Granted May 14, 2024; vests over one year in four equal quarterly installments; deferral election available |
| RSUs granted (shares) | 6,927 | Determined by dividing $250,000 by $36.09 (20-day average price) |
| Per-share grant-date fair value | $33.93 | ASC 718 fair value used in stock award reporting |
| Stock awards (reported value for 2024) | $235,033 | Aggregate grant-date fair value reported in director compensation table |
| Unvested RSUs at 12/31/2024 | 3,464 | For each non-employee director |
| Options (grants/outstanding 2024–2025 board year) | None | No options granted; none outstanding at 12/31/2024 |
Performance metrics and clawbacks:
- Director RSUs are service-based (time vesting); no performance metrics tied to director compensation .
- Broader company clawback and harmful activity policies apply to executives and awards under the Stock Incentive Plan; no dividends on unvested awards; ownership and holding guidelines apply .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Douglas Dynamics | Independent Director | No related-party transactions disclosed at TDC in 2024 |
| Selective Insurance Group | Independent Director | No related-party transactions disclosed at TDC in 2024 |
- Director commitments policy: No director may serve on boards of more than three other public companies; audit committee members limited to two other audit committees; Board confirms all directors in compliance .
Expertise & Qualifications
- Cloud/data/software expertise; leadership; financial/accounting literacy; global business; sales/marketing/branding background .
- Recognized advocate for sustainable business practices; involvement with Prospanica and Latino Corporate Directors Association .
- Education: MBA (Global Business Administration, Duke), BS Management and BA Spanish (Northern Arizona University) .
Equity Ownership
| Metric | Value | As-of Date | Notes |
|---|---|---|---|
| Total shares beneficially owned | 61,883 | March 21, 2025 | Includes any shares acquirable within 60 days (none via options); may include vested deferred RSUs if applicable |
| Shares covered by options | — | March 21, 2025 | No options exercisable within 60 days |
| % of class beneficially owned | Less than 1% | March 21, 2025 | Shares outstanding: 96,035,434 |
| Unvested RSUs outstanding | 3,464 | December 31, 2024 | Annual director grant vesting quarterly |
| Director ownership guideline | ≥5x annual retainer (≥$300,000) | Ongoing | All directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors | Ongoing | Anti-hedging/pledging policy |
Insider Trades
| Date | Form Type | Summary | Source |
|---|---|---|---|
| 2024-05-14 | Form 4 | Filed in connection with annual director RSU grant timing | |
| 2025-05-15 | Stock Award (Grant) | Reported as “Stock Award(Grant)” (Yahoo Finance insider transactions) | |
| 2025-05-19 | Form 4 | Insider transaction filing recorded (secform4.com) |
Governance Assessment
- Board effectiveness: Bacus serves on Nominating & Governance, aligning with her governance focus; attendance met policy thresholds and she participated in a Board with strong independent oversight and regular executive sessions .
- Alignment and incentives: Director pay balanced between cash ($65k) and equity ($235k grant-date value), with ownership guidelines (≥$300k) and anti-hedging/pledging policies supporting long-term alignment; director compensation capped at $500k .
- Independence and conflicts: Board affirmed her independence; no related-party transactions in 2024; external board service within policy limits reduces overboarding risk .
- Compensation governance: Director compensation reviewed with benchmarking by independent consultant (Aon), and annual RSU grants are service-based (no performance gaming risk) .
RED FLAGS
- None disclosed: No related-party transactions; no hedging/pledging; attendance met thresholds; not overboarded per policy .
- Monitoring areas: Continued multi-board service should be tracked against evolving policy limits and workload; verify annual Form 4 filings correspond to service-based RSU grants, not discretionary awards .