Todd McElhatton
TERADATA CORP /DE/About Todd E. McElhatton
Todd E. McElhatton, age 58, is an independent Class III director of Teradata (TDC) and a designated Audit Committee financial expert. He joined the Board in 2022 and is nominated for re‑election at the 2025 annual meeting for a term expiring in 2028. McElhatton is CFO of Zuora (2020–present), with prior senior finance roles at SAP, VMware, Oracle, and Hewlett Packard; he holds an MBA from the University of Tennessee and a B.A. in Business Administration from Southern Methodist University. His core credentials are enterprise software finance leadership, cloud business model expertise, forecasting/planning, risk management, and capital allocation oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zuora | Chief Financial Officer | 2020–Present | Public company CFO; enterprise subscription model and capital allocation oversight; audit committee financial expert credential aligns with Board service |
| SAP | SVP & CFO, Cloud Business Group; SVP & CFO, SAP North America | 2018–2020; 2017–2018 | Oversaw forecasting, planning, risk management; pricing strategies |
| VMware | VP & CFO, Hybrid Cloud Business | 2014–2017 | Cloud business finance leadership |
| Oracle | Various senior positions | Not specified | Enterprise software finance/operations exposure |
| Hewlett Packard | Various senior positions | Not specified | Large-scale tech operations/finance background |
External Roles
| Type | Role/Board | Notes |
|---|---|---|
| Executive role | CFO, Zuora | Active executive; Teradata’s director commitment policy limits execs to one other public board—Board states all directors are in compliance |
| Public company directorships | N/A | Proxy lists “Public Company Board Experience: N/A” for McElhatton |
Board Governance
- Status and tenure: Independent director; Class III; joined 2022; nominated for re‑election at the 2025 meeting for a term through 2028 if elected .
- Committees: Audit Committee member; designated Audit Committee Financial Expert (E) .
- Independence: Board affirmatively determined all non‑employee directors, including McElhatton, are independent; no transactions required for independence review in 2024 .
- Attendance and engagement: Board and committees met 27 times in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Board structure and quality signals: 8 of 9 directors independent; separate Chair/CEO; independent Chair; majority vote standard; no poison pill; proxy access; regular executive sessions .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $60,000 | Standard for all non‑employee directors |
| Audit Committee member retainer | $15,000 | For members (including the Chair) |
| Fees earned or paid in cash (2024) | $75,000 | Reported for McElhatton: $75,000 |
| Additional chair fees | N/A | Not a chair; no such fees apply |
| Benefits/retirement | None | Company provides no retirement/other benefit programs to non‑employee directors |
Performance Compensation (Director Equity)
| Metric | Detail | Evidence |
|---|---|---|
| Annual equity grant policy | RSUs at each annual meeting; 2024–2025 board year set at $250,000 per director; vests over one year in four equal quarterly installments | |
| 2024 grant specifics | 6,927 RSUs granted on May 14, 2024; grant date fair value per share $33.93; aggregate grant date fair value $235,033; share count based on $250,000 / 20‑day avg price $36.09 | |
| Unvested RSUs at 12/31/2024 | 3,464 unvested RSUs outstanding for each non‑employee director | |
| Options | No options granted for 2024–2025 board year; none outstanding as of 12/31/2024 | |
| Director compensation cap | Aggregate annual director comp (cash + equity grant date value) capped at $500,000 | |
| Deferral elections | Directors may elect to receive stock in lieu of cash and/or defer receipt of vested shares |
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Current public company boards (besides TDC) | None | “Public Company Board Experience: N/A” for McElhatton |
| Interlocks (Comp Committee) | None | Proxy discloses no comp committee interlocks/insider participation in 2024 |
| Overboarding policy compliance | In compliance | Board states all directors meet commitment limits; execs limited to ≤1 other public board |
Expertise & Qualifications
- CFO experience in enterprise software and cloud with Zuora, SAP, VMware; brings forecasting/planning, risk management, pricing, and operational efficiency expertise; considered an “audit committee financial expert” .
- Cloud/software/data analytics domain exposure aligned with Teradata’s strategy; financial/accounting literacy; global business experience per Board’s skills matrix .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (as of 3/21/2025) | 19,654 shares | Listed under “Ownership by Directors and Officers” |
| Ownership as % of outstanding | <1% | Marked “* Less than one percent” in table |
| Options exercisable within 60 days | 0 | “Shares covered by options” column shows — for directors |
| Unvested RSUs outstanding (12/31/2024) | 3,464 | For each non‑employee director |
| Ownership guidelines | 5× annual retainer ($60k) within 5 years; all directors in compliance as of 12/31/2024 | |
| Hedging/pledging | Prohibited for directors (short sales, options, derivatives, pledging) |
Governance Assessment
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Strengths and investor‑confidence signals:
- Independent director with deep enterprise software finance experience; Audit Committee member and designated financial expert, enhancing oversight of reporting, controls, and cybersecurity/ERM coverage .
- Strong Board governance: independent Chair, majority‑vote standard, anti‑hedging/pledging policy, robust director ownership guidelines, and high attendance—supports accountability and alignment .
- Director pay structure is market‑consistent, equity‑weighted, and capped; independent consultant (Aon) advises on director pay; no retirement benefits—limits entrenchment risk .
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Potential risks/points to monitor:
- In 2024 the Company adjusted performance goals for executive LTIPs (2023–2025 and 2024–2026) and reduced maximum payouts to 150% to preserve retention/incentive alignment amid revised long‑term plan—an item that may draw scrutiny from proxy advisors even if framed as stockholder‑friendly versus alternative retention awards; as an Audit Committee member (not Comp Committee), McElhatton’s direct role is limited, but Board‑level oversight remains relevant for pay‑risk assessments .
- No related‑party transactions were reported for 2024, reducing conflict‑of‑interest risk; Board confirms independence of all non‑employee directors .
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Shareholder feedback:
- Say‑on‑pay received 95.4% approval in 2024; ongoing engagement with investors (>65% of outstanding shares) covered compensation, governance, and ESG priorities .
Overall: McElhatton’s finance and cloud‑software background, independence, Audit Committee financial expert designation, and aligned director pay/ownership profile are positives for board effectiveness. Continued attention to how the Board manages incentive design changes (amid evolving strategy and guidance revisions) will remain a focal point for investors assessing governance quality and alignment.