Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Election of Claire Bramley as Chief Financial Officer
On June 8, 2021, Teradata Corporation (the "Company" or "Teradata") issued a
press release (the "Press Release") announcing that Teradata's Board of
Directors elected Claire Bramley as Chief Financial Officer and principal
accounting officer ("CFO") of the Company, effective June 14, 2021.
Ms. Bramley, age 44, most recently served as the Global Controller of HP Inc.
("HP") from December 2018 until June 2021. From June 2015 to December 2018, she
served as HP's Regional Head of Finance for its Europe, Middle East and Africa
region. From January 2013 to May 2015, Ms. Fullard served as Vice President,
Corporate Financial Planning and Analysis at HP.
In connection with her election as CFO of the Company, on May 18, 2021, Teradata
entered into an offer letter with Ms. Bramley (the "Offer Letter"). The Offer
Letter provides that Ms. Bramley will receive an initial annual base salary of
$500,000, a target annual incentive bonus opportunity equal to 80% of her base
salary under the Company's management incentive plan (pro-rated for 2021), and
will be eligible to participate in the other benefit plans generally made
available to the Company's senior executives, including the Company's Executive
Severance Plan ("ESP") and change in control severance plan.
The Offer Letter also provides that Ms. Bramley will be paid a cash signing
bonus of $500,000, which is subject to a repayment obligation of $250,000 of
such amount (net of taxes) if Ms. Bramley's employment is terminated with cause
or she resigns for any reason other than good reason during her first year of
employment, and $125,000 of such amount (net of taxes) if Ms. Bramley's
employment is terminated with cause or she resigns for any reason other than
good reason during her second year of employment. She will also receive a travel
allowance of $7,500 per month.
In addition, the Offer Letter provides that, on or about June 15, 2021, and
subject to her commencing employment with the Company, Ms. Bramley will receive
the following equity awards: (i) a new hire grant of service-based restricted
share units ("RSUs"), with a target value equal to $3,500,000, which shall vest
as follows: 50% in December 2021, 30% on the first anniversary of the date of
grant, and 20% on the second anniversary of the date of grant, in each case
subject to continued employment; (ii) an annual grant of service-based RSUs
under Teradata's 2021 long-term equity program with a target value of
$1,000,000, which shall vest in equal annual installments on the first, second
and third anniversaries of the grant date, in each case subject to continued
employment; and (iii) an annual grant of performance-based RSUs under Teradata's
2021 long-term equity program with a target value of $1,500,000, subject to a
three-year performance period commencing January 1, 2021 and achievement of the
same performance goals applicable to other senior executives of Teradata.
With respect to Ms. Bramley's participation in the ESP, the Offer Letter
provides that Ms. Bramley will participate as a Level I participant under the
terms and conditions of the ESP, amended as follows: upon a qualified
termination under the ESP, she is entitled to enhanced vesting of any
outstanding but unvested service-based RSUs (but not performance-based RSUs),
such that she will be treated as having attained age 55 at the time of
termination for purposes of determining the vesting of those service-based
awards.
Ms. Bramley will be subject to the Company's stock ownership guidelines
applicable to the chief financial officer position. She also will be entitled to
standard indemnification and insurance coverage available to the Company's other
executive officers.
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There are no arrangements or understandings between Ms. Bramley and any other
person pursuant to which she was elected as CFO, and there are no family
relationships between Ms. Bramley and any of the Company's directors or
executive officers. There are no transactions to which the Company is a party
and in which Ms. Bramley has a direct or indirect material interest that would
be required to be disclosed under Item 404(a) of Regulation S-K.
Departure of Mark Culhane as Chief Financial Officer
On June 8, 2021, the Company also announced in the Press Release that, effective
as of June 13, 2021, Mark Culhane will no longer serve as the Company's Chief
Financial Officer and principal accounting officer, and his last day of
employment will be June 30, 2021. Mr. Culhane's departure from the Company is
not due to any disagreement with Teradata or any matters relating to the
Company's operations, financial statements, internal controls, auditors,
policies or practices.
Upon his departure from the Company, Mr. Culhane is eligible to receive
severance and other benefits as a Level I participant of the ESP upon the terms,
and subject to the conditions, of the ESP, including, without limitation,
execution and delivery of a release agreement. In addition, under the terms of
Mr. Culhane's special retention award consisting of service-based RSUs granted
on March 1, 2020, the unvested RSUs under such award that are outstanding as of
the date of his departure from the Company shall vest in full.
A copy of the Press Release is attached hereto as Exhibit 99.1 and hereby
incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached with this Current Report on Form 8-K:
Exhibit
No. Description
99.1 Press Release dated June 8, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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