Michael Gianoni
TERADATA CORP /DE/About Michael P. Gianoni
Independent Chairman of the Board at Teradata (joined 2015), age 64, with a background as a technology/software CEO. Education: Honorary Doctorate and MBA from University of New Haven, A.S. in Electrical Engineering (Waterbury State Technical College), B.S. from Charter Oak State College . Tenure on TDC’s board is 10 years as of the 2025 annual meeting . He is currently President & CEO and Director of Blackbaud (Vice Chairman since 2024), bringing SaaS leadership and financial performance expertise to Teradata .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiserv | EVP & President, Financial Institutions | 2010–2013 | Financial services technology leadership; capital allocation and performance orientation |
| Fiserv | President, Investment Services | 2007–2010 | Oversight of investment services operations; financial acumen |
| CheckFree | EVP & GM | 2006–2007 | Financial e‑commerce solutions leadership |
| DST Systems | Senior positions | 1994–2005 | Technology-based services; operational execution track record |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blackbaud (Public) | President & CEO; Director; Vice Chairman | 2014–Present; Vice Chairman since 2024 | Public company board experience; SaaS CEO perspective |
Board Governance
- Independent non‑executive Chairman; TDC separates Chair and CEO roles to strengthen oversight and accountability .
- Committee leadership: Executive Committee (Chair) and Nominating & Governance Committee (Chair) .
- Board independence: 8 of 9 directors independent; Gianoni affirmed independent for FY2024 .
- Meetings/attendance: Board and committees met 27 times in 2024; each director attended ≥75% of applicable meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at every regular Board meeting .
- Overboarding controls: Policy limits active public‑company CEOs to serving on no more than one other public board; Board reports all directors in compliance .
Committees (TDC)
| Committee | Role | Independence |
|---|---|---|
| Executive | Chair | Independent director leadership |
| Nominating & Governance | Chair | All members independent |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 200,000 | Comprised of $60,000 board retainer + $120,000 non‑executive Chair + $5,000 Governance member + $15,000 Governance Chair |
| Stock awards (grant‑date fair value) | 235,033 | Annual Director RSU award |
| Total | 435,033 | Cash + equity grant value |
Director Compensation Program – Annual Retainers (2024–2025 Board Year)
| Retainer Type | Amount ($) |
|---|---|
| Board service (each non‑employee director) | 60,000 |
| Non‑executive Chairman | 120,000 |
| Audit Committee member | 15,000 |
| Compensation & People Committee member | 10,000 |
| Governance Committee member | 5,000 |
| Audit Committee Chair | 35,000 |
| Compensation & People Committee Chair | 25,000 |
| Governance Committee Chair | 15,000 |
- Independent consultant: Aon advised the Governance Committee on director compensation; levels deemed reasonable and unchanged for 2024 .
- Compensation cap: Annual director compensation (cash + equity grant‑date value) capped at $500,000 under the 2023 Stock Incentive Plan .
Performance Compensation
| Grant Date | Grant Value ($) | RSUs Granted | Per‑Share Grant‑Date Fair Value ($) | 20‑Day Average Price Used ($) | Vesting | Unvested RSUs at 12/31/24 |
|---|---|---|---|---|---|---|
| May 14, 2024 | 250,000 | 6,927 | 33.93 | 36.09 | One year in four equal quarterly installments; deferral election available | 3,464 (each director) |
- Options: No options granted for the 2024–2025 board year; none outstanding as of 12/31/24 .
- Mid‑year/initial grants: None made in 2024 .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Blackbaud | President & CEO; Director; Vice Chairman | 2014–Present; Vice Chairman since 2024 | TDC director Timothy C.K. Chou served as a Blackbaud director from 2007–2023 (overlaps 2014–2023) ; TDC reports no compensation committee interlocks in 2024 |
- Board service limits: No director currently sits on more than two other public boards; policy restricts audit committee service and public‑company CEO board seats to prevent overboarding .
Expertise & Qualifications
- Cloud technology, data analytics, and software expertise; leadership experience; financial/accounting literacy; global business; sales/marketing background .
- Track record cited by TDC of driving financial performance improvement; C‑suite perspective from global SaaS leadership .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of March 21, 2025) | 43,302 |
| % of shares outstanding | <1% of 96,035,434 shares |
| Options (exercisable/unexercisable) | None outstanding |
| Unvested RSUs at 12/31/24 | 3,464 (each director) |
| Director ownership guideline | ≥5x annual retainer ($60,000) = $300,000 within 5 years |
| Compliance status | All directors in compliance as of 12/31/24 |
| Hedging/pledging policy | Prohibited for directors and executive officers |
Governance Assessment
- Strengths: Independent Chair with separation of Chair/CEO roles; affirmed independence and no related‑party transactions since 2024; strong attendance and executive sessions; capped director pay; ownership guidelines and anti‑hedging/pledging/clawback policies enhance alignment and accountability .
- Committee effectiveness: Chairs Executive and Governance; Compensation & People Committee fully independent, uses Aon as consultant, and disclosed no interlocks/insider participation in 2024 .
- Watch items (potential red flags): Dual commitment as CEO/Vice Chair of Blackbaud could pose time‑commitment risk; TDC’s guidelines limit board service and the Board reports compliance and active monitoring of commitments (mitigant). Historical overlap with another TDC director at Blackbaud suggests information‑flow interlock, but TDC reports no compensation committee interlocks in 2024 and prohibits them by policy .
- Investor confidence signals: Regular executive sessions; majority vote standard; proxy access; no poison pill; robust stockholder engagement cited by Board .