Margaret Treese
TERADATA CORP /DE/About Margaret Treese
Margaret A. Treese is Chief Legal Officer and has served in this role since November 2020; she is 58 years old and previously held senior corporate governance roles at Teradata since 2007, including Deputy General Counsel and Secretary (2018–Jan 2020) and Chief Corporate & Governance Counsel and Assistant Secretary (2007–2018) . Her pay is tied to company performance: annual incentives focus on total ARR growth, public cloud ARR growth, and non-GAAP operating margin, while long-term equity awards emphasize ARR, Rule of 40 and Free Cash Flow; 2023 annual incentives paid at 95% of target, and the 2021–2023 LTIP paid at 95% of target, with the 2022–2024 LTIP certified at 72% in February 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Teradata (TDC) | Chief Legal Officer | Nov 2020–present | Oversees legal, governance and corporate secretary functions supporting cloud-first transformation . |
| Teradata (TDC) | Deputy General Counsel and Secretary | 2018–Jan 2020 | Elevated governance and disclosure processes during business transition . |
| Teradata (TDC) | Chief Corporate & Governance Counsel; Assistant Secretary | 2007–2018 | Led corporate governance frameworks and compliance . |
| Teradata (TDC) | Corporate Secretary designation | 2018 | Formal corporate secretary responsibilities . |
External Roles
No public company board service or external directorships are disclosed for Treese in the company’s executive officer biographies or proxy statements .
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base salary ($) | 442,923 | 450,000 |
| Target bonus (% of salary) | 80% | 80% |
| Annual incentive payout ($) | 349,200 | 342,000 |
| Stock awards ($) | 2,301,947 | 2,251,008 |
| All other compensation ($) | 17,760 | 17,960 |
| Total compensation ($) | 3,111,830 | 3,060,968 |
Performance Compensation
LTIP grant details (Treese-specific)
| Grant detail | 2022 | 2023 |
|---|---|---|
| 2022–2024 LTIP target shares (#) | 27,931 | — |
| 2022–2024 LTIP grant date fair value ($) | 1,381,188 | — |
| 2023–2025 LTIP target shares (#) | — | 33,631 |
| 2023–2025 LTIP grant date fair value ($) | — | 1,350,621 |
| Service RSUs (#) | 18,620 | 22,420 |
| Service RSUs grant date fair value ($) | 920,759 | 900,387 |
LTIP program metrics and design (company program applicable to executives)
| Element | 2023 LTIP (2023–2025) | 2024 LTIP (2024–2026) | 2025 LTIP (2025–2027) |
|---|---|---|---|
| Equity vehicle weighting | 60% performance RSUs / 40% service RSUs | 60% performance RSUs / 40% service RSUs | 50% performance RSUs / 50% service RSUs |
| Performance metrics (performance RSUs) | 30% Total ARR; 30% Total Public Cloud ARR; 40% Free Cash Flow | 40% Total ARR; 20% Total Public Cloud ARR; 40% Free Cash Flow | 50% 2025 Total ARR; 25% Rule of 40 (’25–’27); 25% Free Cash Flow (’25–’27) |
| Maximum payout | 150% | 150% | 200% |
LTIP payout outcomes (company-wide)
| LTIP period | Payout (% of target) |
|---|---|
| 2021–2023 | 95% |
| 2022–2024 | 72% (certified Feb 4, 2025; vests after Committee certification) |
Annual Incentive Plan (2023 design and outcome)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Total ARR growth | Not disclosed | Pre-set by Committee | Achieved below target | 95% of target overall (no individual modifiers) |
| Public cloud ARR growth | Not disclosed | Pre-set by Committee | Achieved below target | 95% of target overall |
| Non-GAAP operating margin | Not disclosed | Pre-set by Committee | Achieved | 95% of target overall |
Vesting schedules (illustrative for 2022–2024 award set)
| Grant date | Remaining vesting dates | Vesting schedule |
|---|---|---|
| 3/1/2022 (service RSUs) | 3/1/2025 | 1/3 annually over 3 years |
| 3/1/2022 (2022–2024 LTIP) | Q1 2025 | Vests after performance certification; achievement certified at 72% on Feb 4, 2025 |
Equity Ownership & Alignment
| Metric | 2023 | 2024 |
|---|---|---|
| Total shares beneficially owned (#) | 58,309 | 66,824 |
| Shares covered by options (#) | 12,105 | 5,957 |
| % of class beneficially owned | <1% | <1% |
- Stock ownership guidelines: required 3x base salary for NEOs; Treese was in compliance as of 12/31/2023 .
- Hedging and pledging: prohibited under Insider Trading Policy; ELT/Directors must not pledge Teradata securities, and are subject to blackout periods and pre-clearance .
- Non-qualified deferred compensation: company does not maintain non-qualified deferred contribution or other deferred compensation plans .
- Stock options: no new options have been granted since 2017; Treese’s reported options are legacy grants (all outstanding options for NEOs had fully vested by 12/31/2022) .
Employment Terms
Termination without cause (not in connection with a change in control)
| Component | 2022 (as of 12/31/2022) | 2023 (as of 12/31/2023) |
|---|---|---|
| Cash ($) | 810,000 | 810,000 |
| Restricted share units ($) | 3,738,567 | 3,659,942 |
| Welfare benefits ($) | 20,844 | 23,232 |
| Outplacement counseling ($) | 18,000 | 18,000 |
| Total ($) | 4,587,411 | 4,511,174 |
- Notes: Equity values assume RSUs at closing prices on the respective dates and performance RSUs at “target” for ongoing periods; Treese was retirement-eligible (age 55+) at 12/31/2023, and values include an additional 12 months of vesting service for service-based equity per plan terms .
Qualifying termination within two years after a change in control (double trigger)
| Component | 2022 (as of 12/31/2022) | 2023 (as of 12/31/2023) |
|---|---|---|
| Cash ($) | 1,593,600 | 1,590,400 |
| Restricted share units ($) | 4,919,696 | 5,464,954 |
| Welfare benefits ($) | 43,308 | 48,084 |
| Outplacement/financial counseling ($) | 18,000 | 18,000 |
| Total ($) | 6,574,604 | 7,121,438 |
- CIC Plan is “double-trigger” (severance and equity vesting require both a change in control and qualifying termination). Equity awards may vest immediately prior to a change in control if awards are not assumed; otherwise, vest on qualifying termination within two years after CIC .
Death/Disability (illustrative as of 12/31/2023)
| Component | Amount ($) |
|---|---|
| Life insurance | 900,000 |
| Disability payments | 509,985 |
| RSUs | 4,084,338 |
| Total | 5,494,323 |
Key policies and contracts
- Clawback: NYSE 954-compliant clawback effective Oct 2, 2023; recovery of incentive comp based on restated results regardless of fault; additional harmful-activity clawbacks under SIP .
- Insider Trading Policy: blackout periods, event-specific blackouts, ELT/Board pre-clearance; prohibition on hedging/pledging; restrictions extend to controlled entities .
- Offer letter: Offer letter dated Sep 28, 2020 for Margaret Treese (incorporated by reference) .
Investment Implications
- Alignment: High proportion of at-risk and performance-based equity (LTIP and service RSUs) with ARR, cloud ARR, Rule of 40 and FCF metrics; 2023 annual incentive and 2021–2023 LTIP paid at 95%, confirming pay-for-performance linkage .
- Upcoming vesting/selling pressure: 2022–2024 LTIP certified at 72% on Feb 4, 2025, with vesting after Committee certification; combined with annual graded service RSU vesting, this could create periodic sell-through for tax-liquidity needs, though hedging/pledging are prohibited .
- Retention risk mitigated: Double-trigger CIC and severance protections, retirement-eligibility vesting accommodations for service RSUs, and compliance with 3x salary ownership guidelines reduce turnover risk and strengthen equity alignment .
- Option risk minimal: No new options granted since 2017, limiting repricing risk; Treese’s legacy options were fully vested by 12/31/2022, simplifying future equity incentives to RSUs .