Timothy Chou
TERADATA CORP /DE/About Timothy C.K. Chou
Timothy C.K. Chou, age 70, is an independent Class II director of Teradata (TDC) who joined the Board in 2017. He has over 30 years of leadership in SaaS/cloud, enterprise software, and academia, including roles at Oracle On Demand and Stanford University; he holds a B.S. in Electrical Engineering (NCSU) and M.S./Ph.D. in Electrical Engineering (UIUC). His qualifications center on cloud technology, data analytics, software expertise, leadership, and global business experience; his tenure on the Board is listed as 8 years as of the 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oracle Corporation (Oracle On Demand) | President, Oracle On Demand | 1999–2005 | Led managed services; enterprise SaaS foresight aligned with TDC’s cloud strategy |
| Reasoning, Inc. | Chief Operating Officer; previously CTO | 1994–1999 | Early application services provider; operational and technical leadership |
| Stanford University | Lecturer (launched first cloud-computing class) | 1982–Present | Academic leadership in cloud; talent and thought leadership pipeline |
| Author | “The End of Software” (2004) | 2004 | Thought leadership predicting SaaS/cloud rise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alchemist Accelerator | Chairman | 2013–Present | Focused on analytics, AI, IoT; deep enterprise software network |
| Blackbaud (BLKB) | Independent Director | 2007–2023 | Public company board experience; governance perspective |
| Embarcadero Technologies | Independent Director | 2000–2007 | Public company board experience; software domain |
Board Governance
- Committee assignments: Member, Compensation and People Committee; not a chair. The Board’s standing committees are Audit, Compensation and People, Nominating and Governance, and Executive. Meeting counts in 2024: Compensation (7), Audit (8), Governance (4).
- Independence: Board affirmatively determined Timothy Chou was independent in 2024 and had no material relationships requiring review; 8 of 9 directors are independent.
- Attendance: The Board and committees met 27 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Governance safeguards: Separate Chair/CEO roles; regular executive sessions; anti-hedging/pledging and clawback policies; stockholder engagement; independent compensation consultant.
- Director commitments: Policy limits on number of external boards/audit committees; all directors complied.
- Stock ownership guidelines: Directors must hold stock valued at ≥5x the $60,000 annual retainer within five years; all directors were in compliance as of Dec 31, 2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $60,000 | Standard non-employee director retainer |
| Compensation & People Committee member retainer | $10,000 | Applies to members (including chair) |
| 2024 Fees Earned (Chou) | $70,000 | Matches Board + committee membership |
Performance Compensation
| Metric | Grant Date | Structure | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director RSU | May 14, 2024 | RSUs | 6,927 RSUs; grant-date fair value $235,033; per-share grant-date fair value $33.93 | One-year, quarterly (4 equal installments) | RSU number derived from $250,000 ÷ $36.09 (20-day avg price); directors may elect to defer receipt of vested shares |
| Unvested RSUs at 12/31/2024 (each non-employee director) | — | RSUs | 3,464 units | Vests per above | Applies to each non-employee director |
| Options outstanding (12/31/2024) | — | Options | None | — | No options granted in 2024–2025 board year; none outstanding |
| Director compensation limit | — | Plan cap | $500,000 (cash + equity grant-date value) per calendar year | — | Per Teradata 2023 Stock Incentive Plan |
No director bonus metrics (e.g., revenue/EBITDA/TSR targets) are disclosed for non-employee directors; compensation is cash retainers plus time-vested RSUs (no PSUs).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Chou in 2025 proxy |
| Prior public company boards | Blackbaud (2007–2023); Embarcadero Technologies (2000–2007) |
| Interlocks | No compensation committee interlocks or insider participation in 2024 |
| Related person transactions | No transactions/relationships requiring independence review in 2024 |
Expertise & Qualifications
- Cloud technology, data analytics, and software expertise; leadership; financial literacy; global business; sales/marketing background.
- Enterprise software thought leadership; author of “The End of Software”; extensive SaaS/cloud experience supporting TDC’s cloud and AI strategy.
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable | % of Class | As-of Date |
|---|---|---|---|---|
| Timothy C.K. Chou (Class II Director) | 6,216 | — | Less than 1% | March 21, 2025 |
| Total shares outstanding | 96,035,434 | — | — | March 21, 2025 |
| Unvested RSUs (each non-employee director) | 3,464 | — | — | Dec 31, 2024 |
Ownership guideline compliance: all directors met stock ownership guidelines as of Dec 31, 2024.
Insider Trades
| Date (Filing) | Transaction Date | Type | Shares | Price | Holdings After | Source |
|---|---|---|---|---|---|---|
| 2025-05-22 | 2025-05-22 | Sale | 6,216 | $21.83 | 36,077 | https://www.sec.gov/Archives/edgar/data/1202967/0000816761-25-000164-index.html; XML: http://www.sec.gov/Archives/edgar/data/816761/000081676125000164/xslF345X03/wk-form4_1748376804.xml |
| 2024-05-21 | 2024-05-20 | Sale | 6,356 | $33.43 | 30,804 | http://www.sec.gov/Archives/edgar/data/816761/000081676124000132/xslF345X03/wk-form4_1716323577.xml |
Annual director RSU grant on May 14, 2024 is detailed in proxy: 6,927 RSUs, vest quarterly over a year.
Governance Assessment
- Board effectiveness: Chou contributes deep domain expertise in cloud/SaaS/AI and enterprise software operations, aligned with TDC’s cloud transformation and AI strategy; he serves on the Compensation and People Committee, supporting oversight of pay, talent, culture, and stockholder feedback.
- Independence and attendance: Affirmed independent; at least 75% attendance at Board/committee meetings; strong board independence (8/9).
- Alignment and incentives: Director pay structure is market-standard—fixed cash retainers and time-vested RSUs—no performance metrics; stock ownership guidelines (≥5x retainer within 5 years) with full compliance as of year-end 2024 mitigate misalignment risk.
- Conflicts and red flags: No related-party transactions, no interlocks, anti-hedging/pledging and clawback policies in place; no options outstanding; chair/CEO split enhances oversight. RED FLAGS: none disclosed; note recent insider share sales (neutral information signal—monitor for patterns across insiders).