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Employee Stock-based Compensation Plans
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Employee Stock-based Compensation Plans Employee Stock-based Compensation Plans
The Company recorded stock-based compensation expense for the years ended December 31 as follows: 
In millions202420232022
Restricted share units115 122 122 
Employee stock purchase program4 4 4 
Total stock-based compensation before income taxes119 126 126 
Tax benefit(17)(23)(23)
Total stock-based compensation, net of tax$102 $103 $103 
The Teradata Corporation 2012 Stock Incentive Plan (the "2012 SIP"), as amended, and the Teradata 2023 Stock Incentive Plan (the "2023 SIP"), as amended, provide for the grant of several different forms of stock-based compensation. The 2023 SIP was adopted and approved by stockholders in May 2023 and no further awards may be made under the 2012 SIP after that time. Awards granted under the 2012 Plan prior to stockholder approval of the 2023 Plan will remain outstanding in accordance with their terms. A total of 7.2 million shares were authorized to be issued under the 2023 SIP. In May 2020, the Teradata Board of Directors adopted the Teradata New Employee Stock Inducement Plan (the "NESIP"), effective June 1, 2020. Pursuant to the NESIP, the Company may grant equity incentive compensation as a material inducement for certain individuals to commence employment with Teradata within the meaning of Rule 303A.08 of the NYSE Listed Company Manual. A total of 2.2 million shares are reserved for grant under the NESIP, the Teradata Incentive Stock Purchase Plan, and new CEO award, subject to adjustment as provided in the NESIP. The NESIP terminated on June 1, 2023.
New shares of the Company’s common stock are issued as a result of the vesting of restricted share units, upon stock option exercises, and at the time of grant for restricted shares, for awards under all plans.
As of December 31, 2024, the Company’s primary types of stock-based compensation were restricted share units and the employee stock purchase program (the "ESPP").
Stock Options
No stock options were granted in 2024, 2023, or 2022.
Restricted Shares and Restricted Share Units
The 2023 SIP provides for the issuance of restricted shares, as well as restricted share units. These grants consist of both service-based and performance-based awards. Service-based awards typically vest over a three-year period beginning on the effective date of grant. These grants are not subject to future performance measures. The cost of these awards, determined to be the fair market value at the date of grant, is expensed ratably over the vesting period. Performance-based grants are subject to future performance measurements over a one-to three-year period. All performance-based shares that are earned in respect of an award will become vested at the end of the performance
and/or service period provided the employee is continuously employed by the Company and applicable performance measures and other vesting conditions are met. The fair value of each performance-based award is determined on the grant date, based on the Company’s stock price, and assumes that performance targets will be achieved. Over the performance period, the number of shares of stock that will be issued is adjusted upward or downward based upon management’s assessment of the probability of achievement of performance targets. The ultimate number of shares issued and the related compensation cost recognized as expense will be based on a comparison of the final achievement of performance metrics to the specified targets. For substantially all restricted share grants, at the date of grant, the recipient has all rights of a stockholder, subject to certain restrictions on transferability and risk of forfeiture. A recipient of restricted share units does not have the rights of a stockholder and is subject to restrictions on transferability and risk of forfeiture. For both restricted shares and restricted share units, any potential dividend rights would be subject to the same vesting requirements as the underlying equity award. As a result, such rights are considered a contingent transfer of value and consequently these equity awards are not considered participating securities.
We did not issue restricted shares in 2024, 2023, or 2022. The following table reports restricted share unit activity during the year ended December 31, 2024:
Shares in thousandsNumber of
Shares		Weighted-
Average 
Grant
Date Fair
 Value
per Share
Unvested shares at January 1, 20246,820 $42.84 
Granted3,457 $36.33 
Vested(2,915)$42.67 
Forfeited/canceled(705)$41.15 
Unvested shares at December 31, 20246,657 $40.05 
The following table summarizes the weighted-average fair value of restricted share units granted for Teradata equity awards and the total fair value of shares vested.
202420232022
Weighted-average fair value of restricted share units granted
$36.33 $39.98 $47.44 
Total fair value of shares vested (in millions)
$124 $116 $106 
As of December 31, 2024, there was $141 million of unrecognized compensation cost related to unvested restricted share unit grants. The unrecognized compensation cost is expected to be recognized over a remaining weighted-average period of 0.9 years.
The following table represents the composition of Teradata restricted share unit grants in 2024:
Shares in thousandsNumber of
Shares		Weighted-
Average 
Grant
Date Fair 
Value
Service-based restricted share units2,758 $37.22 
Performance-based restricted share units699 $32.85 
Total restricted share unit grants3,457 $36.33 
Employee Stock Purchase Program
The Company’s ESPP provides eligible employees of Teradata and its designated subsidiaries an opportunity to purchase the Company’s common stock at a discount at the end of a 6-month purchase period. Additionally, the ESPP has a look-back feature whereby the purchase discount is based off the lower of the market prices at the beginning or end of each 6-month purchase period (September to February, and March to August). The ESPP discount is 15% of the relevant market price and is considered compensatory.
Employees may authorize payroll deductions of up to 10% of eligible compensation for common stock purchases. A total of 9.3 million shares were authorized to be issued under the ESPP, with approximately 2.2 million shares remaining under that authorization at December 31, 2024. The shares of Teradata common stock purchased by a participant on an exercise date (the last day of each month), for all purposes, are deemed to have been issued and sold at the close of business on such exercise date. Prior to that time, none of the rights or privileges of a stockholder exists with respect to such shares.
Employee purchases and aggregate cost were as follows at December 31:
In millions202420232022
Employee stock purchases0.4 0.4 0.4 
Aggregate cost $12 $13 $12