8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 27, 2017

TERADATA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33458	75-3236470
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
10000 Innovation Drive Dayton, Ohio		45342
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number including area code: (866) 548-8348

N/A

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Financial Officer

On October 27, 2017, Stephen M. Scheppmann, Executive Vice President and Chief Financial Officer of Teradata Corporation (“Teradata” or the “Company”), informed the Company that, effective as of November 9, 2017, he is stepping down as Teradata’s Chief Financial Officer and principal accounting officer. He will be on medical leave under the Company’s short-term disability plan after that time and has agreed to assist with the transition of his responsibilities to the Company’s new Chief Financial Officer. There are no special compensatory arrangements with Mr. Scheppmann in connection with this change in his position with the Company.

Appointment of Mark A. Culhane as Chief Financial Officer

On November 2, 2017, the Company’s Board of Directors announced that Mark A. Culhane had been appointed as Executive Vice President and Chief Financial Officer of the Company, effective as of November 10, 2017. Mr. Culhane will also succeed Mr. Scheppmann as Teradata’s principal accounting officer as of that date.

Mr. Culhane, age 57, served as the Chief Financial Officer for Lithium Technologies from 2012-2016 and as Executive Vice President and Chief Financial Officer at DemandTec from 2001-2012. He currently serves on the board of directors of CallidusCloud, a cloud software company and global leader in sales performance management software, where he is the chair of the Audit Committee as well as serving on the board of directors of private company, UserZoom. Since 2016, Mr. Culhane has run Culhane Advisory Services which counsels management at several venture and private-equity backed cloud software companies on go-to-market and financial strategies, financial reporting, supporting and scaling companies for growth, as well as operating as a public company and corporate governance, and preparing to become a public reporting company and the IPO process.

In connection with his appointment as Executive Vice President and Chief Financial Officer of the Company, Mr. Culhane will receive an initial base salary of $475,000 per year, a target annual incentive bonus of 100% of his base salary under the Company’s management incentive plan, and will be eligible to participate in the health, welfare, retirement and other benefit plans generally made available to the Company’s senior executives, including the Company’s change in control and executive severance plans. He will also receive an allowance of up to $5,000 per month to cover the costs of his travel to the Company’s office in San Diego, California.

Mr. Culhane will be granted long-term incentive awards with a target value of $3,000,000 with the same terms and conditions as those received by the Company’s other senior executives in connection with the Company’s standard annual equity award grant cycle in late November 2017. These equity awards are expected to be split between performance-based restricted share unit awards (70% of total value) and service-based restricted share unit awards (30% of total value).

There are no arrangements or understandings between Mr. Culhane and any other person with respect to the appointments described above and there are no family relationships between Mr. Culhane and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Culhane has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

Appointment of Eric Tom as Executive Vice President and Chief Revenue Officer

On November 2, 2017, the Company’s Board of Directors announced that Eric Tom had been appointed as Executive Vice President and Chief Revenue Officer of the Company, effective as of November 6, 2017.

Mr. Tom, age 59, served as the Executive Vice President, Global Sales, for International Game Technology from 2012-2015, and prior to that held a number of senior management positions, including Executive Vice President, North America Sales and Global Services from 2011-2012, Chief Operating Officer from 2010-2011 and its Executive Vice President, North American Sales and Global Marketing from 2009-2010. Since 2015, Mr. Tom has served as a business advisor for various startups.

There are no arrangements or understandings between Mr. Tom and any other person with respect to the appointments described above and there are no family relationships between Mr. Tom and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Tom has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On November 2, 2017, the Company issued a press release announcing the leadership changes described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

The following exhibits are attached to this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press release of the Company dated November 2, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Teradata Corporation
By:	/s/ Laura K. Nyquist
Name:	Laura K. Nyquist
Title:	General Counsel and Secretary

Dated: November 2, 2017

EX-99.1

Exhibit 99.1

NEWS RELEASE

Teradata Announces Executive Appointments

Mark Culhane appointed Chief Financial Officer, succeeding Stephen Scheppmann

Eric Tom appointed Chief Revenue Officer

ATLANTA – November 2, 2017 – Teradata (NYSE: TDC), the leading data and analytics company, today announced that its Board of Directors has appointed Mark Culhane Executive Vice President, Chief Financial Officer and principal accounting officer, effective November 10, 2017. Mr. Culhane succeeds Stephen Scheppmann, who is stepping down as the Company’s Chief Financial Officer and principal accounting officer for health reasons following the filing of the Company’s third quarter Form 10-Q. Following Mr. Culhane’s appointment, Mr. Scheppmann will be on medical leave under the Company’s short-term disability plan and has agreed to assist with the transition of his responsibilities.

Mr. Culhane is an experienced leader who has served as the Chief Financial Officer (CFO) of several transformative, cloud-based software companies. He has scaled and shaped organizations to support and sustain rapid growth, and has led and managed numerous financings via IPOs, venture capital, debt and follow-on offerings, and has directed and driven strategic acquisitions.

Teradata also announced today the appointment of Eric Tom to the newly created position of Executive Vice President and Chief Revenue Officer, effective November 6, 2017. In this new role, Mr. Tom will lead Teradata’s global go-to-market strategy and execution.

Mr. Tom is a global business executive with experience leading multiple functional areas across several industries. He has a strong track-record of spearheading sales growth and workforce transformation, as well as enhancing the efficiency of enterprise sales and business development. Mr. Tom has extensive experience driving change within an organization to achieve the next level of business performance, utilizing culture change, sustainable processes and disciplined sales management tools.

“We are thrilled to welcome Mark and Eric, two successful and transformational leaders with track records of guiding organizations through change and driving growth,” said Vic Lund, President and Chief Executive Officer. “Mark is a strategic, results-oriented technology executive with strong financial and analytical skills that will help us continue to execute our strategy and win. Eric is a seasoned operating executive with a global perspective, and is ideally suited to ensure Teradata is prioritizing accounts and investments around the world with one, comprehensive go-to-market strategy. We welcome Mark and Eric to the Teradata team, and look forward to benefiting from their valuable experiences and perspectives.”

“I am pleased to join Teradata during this important stage in the Company’s evolution,” said Mr. Culhane. “Teradata has significant momentum, and I look forward to working alongside Vic and the management team to accelerate the execution of Teradata’s strategy and drive greater value for Teradata’s shareholders.”

“It is clearly a transformational time at Teradata, and I am eager to quickly get to work with Teradata’s seasoned leadership team to create an even stronger global go-to-market approach and execution,” said Mr. Tom. “I am enthusiastic about the progress that the Company has made, and look forward to helping Teradata drive customer outcomes and return Teradata to meaningful revenue growth.”

“I would like to thank Steve for his many years of service and financial leadership, as well as for agreeing to assist during this transition period,” said Vic Lund. “On behalf of the Teradata team, and personally, we wish Steve all the best as he focuses on his health and spending additional time with his family.”

About Mark Culhane

Mr. Culhane serves on the Board of Directors of UserZoom and CallidusCloud, where he is Chair of the Audit Committee. Since 2016, Mr. Culhane has run Culhane Advisory Services, which counsels management teams at venture and private equity-backed cloud software companies on financial strategies, financial reporting, go-to-market strategies, and supporting and scaling growth.

From 2012 to 2016, Mr. Culhane was SVP & CFO at Lithium Technologies, a leading cloud software customer engagement platform company, where he was responsible for worldwide financial and administrative functions. During his tenure, Mr. Culhane drove and refined the company’s SaaS business model, and built the teams and implemented systems and controls infrastructure to support and sustain rapid growth. From 2001 to 2012, he was EVP & CFO of DemandTec, where he was responsible for worldwide business development, strategy and financial and administrative functions. He also established DemandTec’s SaaS business model and its international operations to support global expansion, and led the strategic sale of the company to IBM.

Previously, Mr. Culhane held CFO positions at iManage and SciClone Pharmaceuticals, and worked in the audit practice of Price Waterhouse. Mr. Culhane received a BS from the University of South Dakota and holds a CPA certificate from the State of California.

About Eric Tom

Mr. Tom currently serves as a strategic advisor for several start-up software companies, including iHealthHome, Eagle Technology and Soli, providing guidance on critical business functions of enterprise go-to-market planning and strategy, as well as business model and product development.

Most recently, Mr. Tom was Executive Vice President, Global Sales at International Game Technology, where he was the leader of global sales, global service, enterprise marketing and business development. He was responsible for all enterprise revenue and was a member of the leadership team driving business and product direction and culture transformation. Notably, Mr. Tom helped transform the sales environment to a cohesive, results-oriented, disciplined solution- focused team that drove substantial revenue growth.

Previously, Mr. Tom served as Vice President, Corporate and Business Development at Force10 Networks, where he developed several strategic distribution channels and built and grew its regional VAR program. Mr. Tom has also held various leadership positions at Broadband Interactive TV, where he was Chief Executive Officer, Qwest Communications, and Sprint. Mr. Tom received a BBA in Accounting from the University of Hawaii and an MBA in corporate finance from University of California, Berkeley.

About Teradata

Teradata helps companies achieve high-impact business outcomes. With a portfolio of business analytics solutions, architecture consulting, and industry leading big data and analytics technology, Teradata unleashes the potential of great companies. Visit teradata.com.

# # #

Get to know Teradata:

Teradata, Aster, and the Teradata logo are registered trademarks of Teradata Corporation and/or

its affiliates in the U.S. and worldwide.

INVESTOR CONTACT: Gregg Swearingen Teradata (937) 242-4600 gregg.swearingen@teradata.com MEDIA CONTACT: Mike O’Sullivan Teradata (937) 242-4786 mike.osullivan@teradata.com