DEF 14A of Grid Dynamics Holdings, Inc., Nov 10, 2025

DEF 14A of Grid Dynamics Holdings, Inc.

Filed Nov 10, 2025 · FY20240001104659-25-108878

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  1. Director Nominees

    Director Nominees Eric Benhamou. Mr. Benhamou, a director since inception, co-founded Bridge Communications, a specialist in computer network technologies in 1981. Bridge Communications later merged with 3Com Corporation, a networking equipment vendor, in 1987. Thereafter, he became Chief Executive Officer of 3Com, serving there from 1990 to 2000, and as chairman until 2010. As 3Com’s Chief Executive Officer, he led the company in acquiring US Robotics, the owner of Palm, Inc. the maker of the groundbreaking Palm Pilot. Palm, Inc. was thereafter spun off in 2000, and Mr. Benhamou served as its Chief Executive Officer until 2003. In 2003, Mr. Benhamou founded BGV, a venture capital firm focused on technology companies, specializing in cloud software, artificial intelligence cyber security, and mobile applications. Mr. Benhamou was a member of the board of directors of Silicon Valley Bank from 2004 until October 2024. He was a member of the board of directors of Finjan Holdings, a cybersecurity firm, from 2013 until July 2020. He served on the board of Cypress Semiconductor as chairman for over a decade, until 2017. He served as a member of the board of directors of Enterprise 4.0 Technology Acquisition Corp, a special purpose acquisition company, from May 2021 until September 2023. He also serves on the board of several privately held technology companies, including Evinced, an AI-powered digital accessibility company, Blendid, a maker of AI-robotics smoothie preparation kiosks, Virtana (formerly Virtual Instruments), an IT infrastructure performance management platform, 6dbytes, a food robotics company, Source Defense, a cybersecurity company, and Covu, an InsureTech AI company. He holds an M.S. from Stanford University’s School of Engineering and a Diplôme d’Ingénieur and a Doctorate from Ecole Nationale Supérieure d’Arts et Métiers, Paris. Mr. Benhamou taught entrepreneurship in various business schools around the world for over 10 years, principally at INSEAD, Stanford University and IDC’s Herzliya’s Arison School of Business, where he was a visiting professor. He also served on the Advisory Board of Stanford’s School of Engineering and the Board of Governors of Ben Gurion University of the Negev in Israel. We believe Mr. Benhamou is qualified to serve on our board of directors due to his extensive operational and management experience in the technology industry as well as his public company governance experience and his venture capital background. Patrick Nicolet. Mr. Nicolet is the Chairman of Linebreak AG, an information technology services company specializing in real-time and distributed solutions for the enterprise that he founded in January 2021. Prior to that, he spent over twenty years in various roles at Capgemini SE, a consulting, technology services and digital transformation company, including seven as a Group Executive Board member. He also serves on the boards of directors of several private companies. Mr. Nicolet received his Bachelor of Laws (LLB) from the Université de Lausanne in Switzerland in 1984 and previously served in the Swiss Air Force where he obtained the Grade of Major. We believe Mr. Nicolet’s decades of operational and management experience in the technology industry, particularly in consulting and digital transformation, provides him with the necessary skills to serve as a member of the board of directors. Weihang Wang. Mr. Wang has served as a non-employee director of Grid Dynamics’ board of directors since 2017. Mr. Wang has been a Director of ASL, the former parent company of Grid Dynamics, since 2009 and was re-designated from a Non-Executive Director to an Executive Director in May 2014. Mr. Wang has also served as the chairman and a director of Teamsun, ASL’s ultimate holding company listed on the Shanghai Stock Exchange, since 2014, and currently is also the sole director of Hong Kong Teamsun. Hong Kong Teamsun is a wholly owned subsidiary of Teamsun. Mr. Wang previously also served as the chief executive officer of Teamsun from 2014 to July 2019. Prior to his re-designation as the chairman and chief executive officer of Teamsun in 2014, Mr. Wang was the general manager of Teamsun, and the vice-chairman and general manager of Teamsun’s first board of directors. Mr. Wang holds an Executive Master’s Degree in Business Administration from Tsinghua University in the PRC and a Master’s Degree in Semi-Conductor Materials and Microelectronic Technology from the Information and Electronic Engineering Department of Zhejiang University in the PRC. Mr. Wang was awarded as China Software Industry Outstanding Entrepreneur Laureate and China Software Industry Prestige Award Laureate by China Software Industry Association in 2009. He was also awarded the “Innovation Outstanding Personality of Chinese Brand Award” in 2011. We believe Mr. Wang’s leadership roles in the IT industry and background in technology and engineering enable Mr. Wang to provide valuable insight to the board of directors regarding business strategy and industry trends.

  2. Continuing Directors

    Continuing Directors Lloyd Carney. Mr. Carney, a director since June 2018, has spent more than 25 years in the technology industry. He started at Wellfleet and Nortel Networks in 1997 and in 2002 he rose to become division president. In 2003, he joined Juniper Networks as Chief Operating Officer where he oversaw the engineering, product management and manufacturing divisions. Thereafter, in 2004, he was named Chief Executive Officer of Micromuse, an enterprise and telecom network management company. Mr. Carney led the sale of Micromuse to IBM for $865 million, staying at IBM for a year after the sale to ensure a smooth transition. In 2008, he became the Chief Executive Officer of Xsigo Systems, a provider of network visualization systems, which was sold to Oracle Corporation in 2012. Mr. Carney then accepted the role of Chief Executive Officer and director of Brocade Communications Systems, Inc., a networking solutions company, in early 2013. His tenure culminated in the sale of Brocade to Broadcom Ltd. for $5.5 billion in late 2017. Mr. Carney is currently a member of the board of directors and chairs the audit committee of Visa, a leading credit card company. He is also a member of the board of directors of Vertex Pharmaceuticals, a biotechnology company. From 2018 to 2021, he served as the chairman of Nuance Communications, a leading conversational AI solution provider. From 2005 to 2014, he was a member of the board of Cypress Semiconductor Corporation, where he served on the audit and compensation committees. He was also a member of the board of Technicolor (SA), a technology company in the media and entertainment sector from 2010 until 2015, where he chaired its technology committee. In addition, since 2007 he has served as Chief Executive Officer of Carney Global Ventures, LLC, a global investment vehicle. Mr. Carney holds a B.S. degree in Electrical Engineering Technology from Wentworth Institute of Technology, as well as a M.S. degree in Applied Business Management from Lesley College. We believe Mr. Carney is qualified to serve on our board of directors due to his extensive operational and management experience in the technology industry as well as the broad scope of experience he brings to bear. Michael Southworth. Mr. Southworth is currently the Chief Executive Officer of Assent, Inc., a supply chain sustainability management company, where he has served since May 2025. Previously, he was the CEO of Babel Street, an AI-enabled open-source analytics company, from March 2022 to May 2025, President of Transflo, a leading provider of digital transformation solutions for the transportation market, from October 2020 to January 2022, and General Manager of the Intelligent Self-Service business at Verint Systems, Inc., a leading provider of customer engagement solutions, from February 2016 until September 2020. From June 2014 to February 2016, Mr. Southworth was Chief Executive Officer of Contact Solutions, a company acquired by Verint in February 2016 and led Contact Solution’s business transformation, including strategy planning, risk mitigation, executive recruitment and change management. For over two decades, Mr. Southworth has directed companies from the start-up phase through major periods of growth, leading numerous equity and debt financings and over $5.0 billion in mergers and acquisitions. Prior to Contact Solutions, Mr. Southworth was Senior Vice President of Global Wireless Solutions at Corning. In addition, he held senior financial roles at a number of technology companies including MobileAccess Networks, Telemus Solutions, Lucent Technologies, Chromatis Networks, and the X-Stream Network. Mr. Southworth began his career in the Silicon Valley office of PricewaterhouseCoopers where he managed IPOs and advised clients on tax and accounting matters. Mr. Southworth holds a Bachelor of Science from the University of California at Berkeley. He is a Certified Public Accountant in the State of California and previously served on the board of directors of Quality of Life Plus and Finjan Holding, Inc. We believe Mr. Southworth is qualified to serve on our board of directors due to his extensive operational and management experience with multinational technology growth companies and expertise in equity and debt financing. Yueou Wang. Mr. Wang has served as a non-employee director of Grid Dynamics’ board of directors since 2017. Mr. Wang has served as Chief Executive Officer and Executive Director of Automated Systems Holdings (“ASL”), the former parent company of Grid Dynamics, since September 2016 and September 2015, respectively. Mr. Wang joined ASL in 2011 as Financial Controller, Chief Financial Officer and Joint Company Secretary. Mr. Wang is currently a director of certain ASL subsidiaries and an associate of ASL (i.e., the directorship of i-Sprint). He was a director of Teamsun from December 2017 until February 2020. Previously, Mr. Wang was the Chief Financial Officer and a board secretary of Guangzhou Headway Technology Co., Ltd., and a regional finance manager (China) of Wistron Information Technology & Services Corporation. Mr. Wang holds a Bachelor’s degree in International Accounting from Jinan University, a Master’s degree in Business Administration from University of Wales, United Kingdom and an Executive Master’s degree in Business Administration from Research Institute of Tsinghua University. We believe Mr. Wang’s financial management expertise, including his expertise in the IT industry, provides him with the necessary skills to serve as a member of the board of directors and enables him to contribute valuable insight regarding financial and strategic business issues. Leonard Livschitz. Mr. Livschitz has served as a director of Grid Dynamics’ board of directors since 2006 and as Chief Executive Officer of Grid Dynamics since 2014. Prior to joining Grid Dynamics as Chief Executive Officer, Mr. Livschitz co-founded the LED solutions company Luxera, serving as director from 2010 to 2014 and as President and Chief Executive Officer from 2010 to 2014. Prior to that, he served as Vice President of Sales and Marketing for Ledengin. Mr. Livschitz has over 30 years of experience in the high tech industry. He has held executive and management roles in sales, marketing, business development, and research and development with Philips Lumileds Lighting, Ledengin, Visteon Lighting and Ford Motor Company. Mr. Livschitz holds a Masters of Science degree in Systems and Control Engineering from Case Western Reserve University and a Masters of Science in Mechanical Engineering from Kharkov State Polytechnic University, Ukraine. We believe Mr. Livschitz’s extensive entrepreneurial and executive experience in and knowledge of the high tech industry, including in technologies, applications, and trends in Artificial Intelligence (AI), Cloud Computing, Digital Commerce, Solid-State Lighting, Smart Home solutions, and the Internet of Things (IoT), as well as his experience with executive and management roles and responsibilities at Grid Dynamics, provide him with the necessary skills to serve as a member of the board of directors.

  3. Continuing Directors

    Marina Levinson. Ms. Levinson is the founder and CEO of CIO Advisory Group LLC, which was founded in September 2011 and provides technology advice to venture capital and private equity firms and their portfolio companies. Since April 2014, she has also been a partner at venture capital firm BGV. From September 2021 to October 2023, Ms. Levinson was on the board of HomeSmart International, a real estate brokerage company, and was a member of the audit committee and chair of its compensation committee. Additionally, Ms. Levinson was a member of the board of directors of Personal Capital from October 2018 until August 2020 when Personal Capital was acquired by Empower Retirement. She also served on the board of Ellie Mae where she was the chair of the technology and cybersecurity committee and a member of the compensation committee from August 2014 until April 2019 when Ellie Mae was acquired by Thoma Bravo. She was also on the board of Carbonite where she was the chair of the nominating and corporate governance committee and a member of the information security risk committee from May 2017 until January 2020 when Carbonite was acquired by OpenText. From 2005 to 2011, Ms. Levinson served as senior vice president and chief information officer for NetApp, Inc. From 1999 to 2005, she served as vice president and chief information officer of Palm, Inc., having earlier served as senior director of global integration at 3Com. Ms. Levinson holds a B.S. in Computer Science from St. Petersburg Institute of Precision Mechanics and Optics. We believe Ms. Levinson is qualified to serve on our board of directors due to her extensive operational and management experience in the technology industry as well as her public company governance experience. Shuo Zhang. Ms. Zhang has served as a non-employee director of Grid Dynamics’ board of directors since 2017. Ms. Zhang currently serves on the boards of directors at several public and private companies, including S.O.I.TEC Silicon on Insulator Technologies SA, Telink Semiconductor and PDF Solutions. She is also actively involved with private venture capital firms in the Silicon Valley and currently serves a China Advisory Partner for Benhamou Global Ventures (“BGV”). From December 2007 to September 2015, Ms. Zhang served in various senior management capacities at Cypress Semiconductor, including corporate development, general management and worldwide mobile sales. Prior to Cypress, Ms. Zhang served in many different product, marketing and sales management roles in Silicon Light Machines, Agilent Technologies, Altera Corporation, and LSI Corporation. Ms. Zhang holds a Bachelor’s Degree in electrical engineering from Zhejiang University and a Master of Science in material science and mechanics from Penn State University. We believe Ms. Zhang is qualified to serve on our board of directors due to her experience in general management, marketing, sales and strategic business development.

  4. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director potential director candidates. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. In making determinations regarding nominations of directors, our nominating and corporate governance committee requires the following minimum qualifications to be satisfied by any nominee for a position on the board of directors: (i) the highest personal and professional ethics and integrity, (ii) proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, (iii) skills that are complementary to those of the existing board of directors, (iv) the ability to assist and support management and make significant contributions to the Company’s success, and (v) an understanding of the fiduciary responsibilities that is required of a member of the board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities. Any search firm retained by our nominating and corporate governance committee to find director candidates would be instructed to take into account all of the considerations used by our nominating and corporate governance committee. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.

  5. Non-Employee Director Compensation

    Non-Employee Director Compensation Our board of directors has adopted an Outside Director Compensation Policy (the “Policy”), pursuant to which: (i) each outside director will be paid an annual cash retainer of $40,000, an initial grant of restricted stock units with a grant date fair market value of $75,000, and an annual grant of restricted stock units with a grant date fair market value of $75,000, (ii) the non-executive chairperson of the board will be paid an additional annual cash fee of $20,000 and granted an additional grant of restricted stock units with a grant date fair market value of $20,000, (iii) the lead outside director will be paid an additional annual cash fee of $20,000 and granted an additional grant of restricted stock units with a grant date fair market value of $20,000, (iv) the chair of the audit, compensation and nominating and corporate governance committees will be paid an additional annual cash fee of $20,000, $15,000 and $15,000, respectively, and (v) members of the audit, compensation and nominating and corporate governance committees that are not serving as the chair of such committee, will be paid of an additional annual cash fee of $15,000, $10,000 and $10,000, respectively. Our board of directors updated the Policy effective January 1, 2025. Pursuant to the updated Policy: (i) the additional annual grant of restricted stock units to each of the non-executive chairperson and the lead outside director will increase from a grant date fair market value of $20,000 to a grant date fair market value of $30,000, (ii) the chair of the audit, compensation and nominating and corporate governance committees will be granted an additional annual grant of restricted stock units with a grant date fair market value of $40,000, and (iii) members of the audit, compensation and nominating and corporate governance committees that are not serving as the chair of such committee, will be granted an additional grant of restricted stock units with a grant date fair market value of $30,000. Our board of directors further revised the Policy effective December 23, 2025 to provide that, unless otherwise elected by an outside director during the open window period prior to the date of the annual meeting of stockholders, in lieu of the annual cash retainers and other cash fees described above, such director shall instead receive restricted stock units with grant date values equal to the cash amounts that would otherwise have been paid in cash and vesting terms aligned with the cash payment schedule. This change to encourage outside directors to receive all their compensation in the form of equity was designed as a means to best align the directors’ interests with those of the Company’s stockholders. Notwithstanding the foregoing, no outside director may be paid, issued or granted, in any fiscal year of the Company, cash compensation and equity awards with an aggregate value greater than $600,000. The table below shows the total compensation earned by our non-employee directors for the fiscal year ended December 31, 2024.

  6. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Eric Benhamou | 80,000 | 74,982 | 154,982 | | Lloyd Carney | 85,000 | 94,994 | 179,994 | | Marina Levinson | 55,000 | 74,982 | 129,982 | | Patrick Nicolet | 40,000 | 74,982 | 114,982 | | Michael Southworth | 60,000 | 74,982 | 134,982 | | Weihang Wang | 40,000 | 74,982 | 114,982 | | Yueou Wang | 40,000 | 74,982 | 114,982 | | Shuo Zhang | 55,000 | 74,982 | 129,982 |

  7. Non-Employee Director Compensation

    The amounts in this column represent the aggregate grant date fair value of RSU awards granted to the director in the fiscal year computed in accordance with FASB ASC Topic 718. See Note 10 of the notes to our consolidated financial statements included elsewhere in our Annual Report for a discussion of our assumptions in determining the grant date fair value of our equity awards.

  8. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our board of directors is currently composed of nine members. In accordance with our certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. One Class is elected each year at the annual meeting of stockholders for a term of three years. At the Annual Meeting, three Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal.

  9. 2024 Say-on-Pay and Stockholder Engagement

    | What We Heard | What We Did | | Stockholders would like to see diverse use of performance metrics in the incentive plans | The compensation committee discusses metric selection regularly. The focus of our annual and long-term incentives is achieving profitable growth and driving long-term stockholder value creation. As such, we use a carefully balanced mix of financial metrics across our incentive plans — with a heavier emphasis on revenue because it is a fundamental indicator of our ability to generate income and sustain growth over time. Recognizing that revenue is used as a metric in both the annual and long-term incentives, the compensation committee balances it with other metrics designed to support the Company’s business strategy and align with stockholder interests as follows: |

  10. 2024 Say-on-Pay and Stockholder Engagement

    | Annual Cash Incentives | | Long-Term Equity Incentives* | | | Metric | Weight | Metric | Weight | | Revenue ($) | 50% | Year-over-year revenue growth (%) | 50% | | Non-GAAP EBITDA ($) | 50% | Contribution margin (%) Contribution margin is gross margin for revenue (as adjusted for certain items). | 50% | | | | Relative total stockholder return vs. the Russell 2000 index (“rTSR”) | Modifier (up to +/‑ 20%) | | | | Relative revenue compound annual growth vs. the Russell 2000 index (“rCAGR”) | Modifier (up to +/- 20%) |

  11. 2024 Say-on-Pay and Stockholder Engagement

    | Stockholders would like to see maximum payout opportunities for long-term incentive awards targeted closer to market practices | Performance stock units (“PSUs”) granted under our long-term incentive plan vest up to 200% of target, with the potential for further adjustment up or down based on rTSR and rCAGR performance (up to +/- 20% for each modifier). This structure applies to the CEO and all other NEOs and is consistent with our 2024 Compensation Peer Group identified below and broader market practices. | | Stockholders prefer to see an emphasis on performance-based equity | The compensation committee prioritized performance-based equity using a mix of 55% PSUs and 45% restricted stock units (“RSUs”). This approach places a significant focus on awards that are earned only if specific performance objectives are achieved and rTSR and rCAGR outpace the market. It also balances the Company’s talent retention objectives while maintaining a direct link to stock price. | | Stockholders prefer to see longer performance measurement periods for long-term equity incentive awards | Performance criteria for PSUs will measure year-over-year revenue growth and contribution margin performance over the course of a three-year period. Accordingly, one-third of our NEOs’ PSUs are eligible to vest each year, with an initial vesting amount ranging from 0% to 200% of target determined based on actual results. After the initial vesting level has been determined based on actual results, a modifier is applied based on rTSR and rCAGR results for one-, two- and three-year performance over the performance period. We measure performance annually because we operate in a business environment in which forecasting multi-year performance is extremely difficult. This approach allows us to maintain a clear focus on our critical, shorter-term growth objectives while still driving accountability for executing on our long-term vision of sustainable growth and value creation. In addition, using multi-year vesting requirements and linking our NEOs’ compensation to our stock strongly aligns management’s long-term interests with those of our stockholders. |

  12. 2024 Compensation Highlights

    | Compensation Element | Highlights | | Base Salary | In 2024, none of the NEOs received base salary increases, except for Mr. Doradla. The compensation committee approved Mr. Doradla’s increase to better align his base salary with the market. | | Cash Incentives | Our NEOs are eligible to receive payments under our Corporate Bonus Plan, which provides that eligible participants, including the NEOs, earn annual cash bonuses, paid quarterly, based on achievement of our financial performance objectives. Performance targets are established based on a combination of pre-determined goals, which included equally weighted revenue and non-GAAP EBITDA targets for 2024. The Company exceeded these performance targets in three quarters during 2024, achieving 85%, 122%, 128% and 113% of the quarterly performance targets for each of the three months ended March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024, respectively. Accordingly, in three of the four quarters of 2024, our NEOs received quarterly cash incentive payments that surpassed their target bonus opportunities under our Corporate Bonus Plan. | | Long-Term Equity Incentives | For 2024, the long-term equity incentive awards granted to the NEOs were structured with a mix of 55% PSUs and 45% RSUs to achieve a balance between performance alignment and retention. The 2024 grant was designed to cover a three-year performance period with respect to granted PSUs, and a three-year service period with respect to granted RSUs. Consolidating the awards into a single, larger grant, enhances consistency and predictability for participants and stockholders, while encouraging a long-term perspective. Mr. Livschitz, our CEO, did not receive a long-term equity incentive award in 2025. In February 2025, the compensation committee and Board certified the achievement of the 2024 performance goals for year-over-year revenue growth and contribution margin. This performance resulted in the vesting of 160% of the target number of PSUs for the first year of the three-year performance period (one-third of the award). Additionally, the rTSR and rCAGR modifiers were assessed at approximately the 83rd and 60th percentiles. This resulted in a 20% rTSR modifier and a 10% rCAGR modifier, resulting in a 30% upward adjustment to the vesting PSUs, and resulted in earned PSUs of 208% of target. |

  13. Best Compensation Practices & Policies

    | What We Do | What We Don’t Do | | ✓ Emphasize variable pay over fixed pay — the majority (97%) of the CEO’s target compensation is “at-risk” and directly tied to our financial results and stock performance | ✘ No tax gross ups other than for qualified relocation expenses | | ✓ Maintain anti-hedging and anti-pledging policies | ✘ No option or stock appreciation rights granted below fair market value | | ✓ Provide for “double-trigger” equity award vesting and severance benefits upon a change in control | ✘ No supplemental executive retirement plans except in jurisdictions where statutorily required | | ✓ Use an independent compensation consultant | ✘ No significant perquisites | | ✓ Responsible use of equity awards under our long-term incentive program | ✘ No timing the release of material nonpublic information for purposes of affecting the value of long-term equity incentives | | ✓ Pay for performance philosophy and culture | | | ✓ Maintain a compensation recovery (clawback) policy | |

  14. Executive Compensation Decision-Making Process

    Executive Compensation Decision-Making Process The Role of the Compensation Committee. Our Board established a compensation committee to discharge its responsibilities relating to our executive compensation policies and programs. Our compensation committee oversees the executive compensation program for our NEOs. The compensation committee is comprised of independent, non-employee members of the Board and works closely with its independent consultant and management to examine the effectiveness of our executive compensation program throughout the year. Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our Board on its discussions, decisions and other actions. Our compensation committee reviews, evaluates and recommends to the Board the compensation of our chief executive officer. Our compensation committee also reviews, approves and administers our incentive compensation plans, equity compensation plans, and such other plans as are designated from time to time by the Board. Details of the compensation committee’s authority and responsibilities are specified in its charter, which may be accessed at our website at https://ir.griddynamics.com/corporate-governance. The Role of Management. Members of our management team attend regular meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated; however, they are not present in the board room, nor do they participate in discussions about their own pay. Only our compensation committee members are allowed to vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to the compensation of NEOs with the compensation committee providing input, transparency and oversight. The CEO does not participate in the deliberations of the Board or compensation committee regarding his own compensation. Independent members of the Board make all final determinations regarding CEO compensation. The Role of the Independent Consultant. Our compensation committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to authority granted to it under its charter, the compensation committee has hired Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant. Pearl Meyer reports directly to the compensation committee and does not provide any additional services to management. The compensation committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules. The Role of Peer Group Companies. Our compensation committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. The compensation committee regularly reviews the Company’s peer group to ensure it reflects organizations that are most relevant for benchmarking executive compensation. For the purposes of setting 2024 compensation levels, the compensation committee assessed potential comparators to evaluate the degree to which the current peer companies have kept pace with our growth and evolution. The compensation committee also took into consideration the broader marketplace to identify appropriate and relevant additions and removals from the current peer companies. New companies were added to the peer group to maintain relevance and ensure alignment with our size, industry, and competitive landscape, while several companies were removed due to acquisition or significant changes in their business status or market capitalization:

  15. Executive Compensation Decision-Making Process

    In conjunction with the recommendation of Pearl Meyer, the compensation committee took into account publicly available data for the peer companies (the “2024 Compensation Peer Group”) listed below along with industry specific survey data, where appropriate. Selection criteria for determining and reviewing the 2024 Compensation Peer Group, used to establish the competitive market for the NEOs, generally include: • Industry: IT consulting and services, systems software and applications software companies. • Size: Companies with revenues ranging from $100 to $800 million and market capitalization between $100 million and $6 billion. The 2024 Compensation Peer Group is listed below. Grid Dynamics is positioned at the 35th percentile in revenue and the 32nd percentile in market capitalization as of September 2024.

  16. Executive Compensation Decision-Making Process

    | Peer Companies | | Peer Data As of September 2024 ($ in millions) | | | | Agilysys, Inc. American Software, Inc. BlackLine, Inc. eGain Corporation Endava plc Fastly, Inc. The Hackett Group, Inc. Information Services Group, Inc. JFrog Ltd. LiveRamp Holdings, Inc. | Model N, Inc. N-able, Inc. PagerDuty, Inc. Progress Software Corporation PROS Holdings, Inc. Qualys, Inc. Rapid7, Inc. SolarWinds Corporation TechTarget, Inc. Varonis Systems, Inc. Workiva Inc | Percentile | Revenue | Market Cap | | | | 25th | $266 | $816 | | | | Median | $449 | $2,029 | | | | 75th | $678 | $3,069 | | | | Grid | $318 | $1,067 | | | | % Rank | 35 | 32 |

  17. Cash Incentives

    Cash Incentives Our NEOs are eligible to receive payments under our Corporate Bonus Plan, which provides that eligible participants, including the NEOs, earn incentives in the form of annual cash bonuses, paid quarterly, based on achievement of our financial performance objectives. Performance targets are established based on a combination of our financial performance goals and market data. Actual quarterly payouts depend on the achievement of the pre-established financial performance objectives and can range from 0% to 200% of target award amounts. Bonus amounts earned are paid following the end of each calendar quarter based on the achievement of our financial performance objectives. The target bonus opportunities are expressed as a percentage of annual base salary and were established by the NEO’s level of responsibility and their ability to impact overall results. Target award opportunities for 2024 were as follows:

  18. Cash Incentives

    | Name | 2024 Base Salary | Bonus Target (% of Base Salary) | Bonus at Target | | Leonard Livschitz | $800,000 | 100% | $800,000 | | Anil Doradla | $350,000 | 50% | $175,000 | | Yury Gryzlov(1) | $442,840 | 50% | $221,420 |

  19. Cash Incentives

    (1) Mr. Gryzlov’s base salary of 400,000 Swiss francs and bonus at target of 200,000 Swiss francs have been converted into U.S. dollars at the exchange rate of 1.1071 U.S. dollars per Swiss franc on December 31, 2024. 2024 Financial Performance Metrics, Weightings and Results. For purposes of the Corporate Bonus Plan in 2024, the compensation committee considered two corporate performance measures, which are weighted equally: quarterly revenue and non-GAAP EBITDA. The compensation committee believed this mix of performance measures was appropriate for our business given the criticality of Company growth in 2024, which the committee believes most directly influences long-term stockholder value. At the same time, the compensation committee established target performance levels for these measures that the committee believed to be challenging, but attainable, through the successful execution of our annual operating plan. Revenue growth targets were aligned with industry expectations, with annual target revenue set at a higher level than 2023 actual results. The following table shows, by quarter in 2024, our actual achievement of quarterly revenue and non-GAAP EBITDA, the resulting combined achievement percentage and the resulting quarterly cash bonus payments for each NEO.

  20. Cash Incentives

    | | Actual Achievement of Corporate Performance Measures | | | Actual Payout to NEOs | | | | | Revenue (in millions) | Non-GAAP EBITDA(1) (as a percentage of revenue) | Total Achievement Relative to Target | Leonard Livschitz | Anil Doradla | Yury Gryzlov(2) | | Three months ended March 31, 2024 | $79.8 | 12.1% | 85% | $170,000 | $35,063 | $34,120 | | Three months ended June 30, 2024 | $83.0 | 14.1% | 122% | $244,000 | $50,325 | $72,758 | | Three months ended September 30, 2024 | $87.4 | 17.0% | 128% | $256,000 | $52,800 | $75,708 | | Three months ended December 31, 2024 | $88.1 | 15.1% | 113% | $226,000 | $49,438 | $62,548 | | Total | | | | $896,000 | $187,626 | $245,134 |

  21. Cash Incentives

    We calculate Non-GAAP EBITDA based on net income/(loss) before interest income/(expense), provision for income taxes and depreciation and amortization, and further adjusted for the impact of stock-based compensation expense, transaction-related costs (which include, when applicable, professional fees, retention bonuses, and consulting, legal and advisory costs related to our merger and acquisition and capital-raising activities), impairment of long-lived assets, restructuring costs, one-time charges, and non-operating income/(expenses), net (which includes mainly foreign currency transaction gains and losses, fair value adjustments and other miscellaneous expenses). An interim estimate of this metric is presented to the Board on a quarterly basis to determine the total achievement relative to target presented. The actual payment of Mr. Gryzlov’s bonus was 216,777 Swiss francs, converted in the table above into U.S. dollars reflecting a blended exchange rate of approximately 1.1308 U.S. dollars per Swiss franc for 2024 based on the average of the exchange rates on the last day of each calendar quarter of 2024.

  22. Long-Term Equity Incentives

    Long-Term Equity Incentives A significant portion of our NEO’s annual compensation is provided in the form of long-term equity incentives that emphasize long-term stockholder value creation and the retention of a strong executive leadership team. Long-term equity incentives are intended to align the interests of award recipients with those of stockholders since the value of the award is driven by the value of our stock price. For 2024, long-term incentives were granted using a mix of 55% PSUs and 45% RSUs (as shown in the table below). This approach places a significant focus on awards that are earned only if specific performance objectives are achieved, and relative rTSR and relative rCAGR outpace the Russell 2000 index. It also balances the Company’s talent retention objectives while maintaining a direct link to stock price.

  23. Long-Term Equity Incentives

    | Equity Vehicle | Weight | Design At-a-Glance | | PSUs | 55% | • Measures year-over-year revenue growth and contribution margin performance over the course of a three-year period. • One-third of our NEOs’ PSUs are eligible to vest each year, in an amount ranging from 0% to 200% of target, based on actual results. • PSUs that vest based on actual results at up to 200% of target are subject to further adjustment up or down based on rTSR and rCAGR performance, both measured against the Russell 2000 index. • The total PSUs earned will be adjusted at the conclusion of the applicable performance period based on rTSR and rCAGR results for one-, two- and three-year performance over the performance period. | | RSUs | 45% | • One-third of RSUs vest on the first anniversary of the grant date and one-twelfth quarterly thereafter. |

  24. Long-Term Equity Incentives

    2024 3-Year Target Long-Term Equity Incentive Award Grants. The 2024 grant is designed to cover a three-year performance period with respect to PSUs, and a three-year service period with respect to RSUs. By consolidating the awards into a single, larger grant, the compensation committee enhances consistency and predictability for participants and stockholders, while encouraging a long-term perspective. The table below shows the values for the 3-year target long-term equity incentive awards granted in 2024 for each of the NEOs:

  25. Long-Term Equity Incentives

    | Name | 2024 3-Year Equity Awards | | | | | | RSUs | | PSUs | | | | Shares at Target (#) | $ Value(1) | Shares at Target (#) | $ Value(2) | | Leonard Livschitz(3) | 800,000 | $10,664,000 | 960,000 | $13,932,800 | | Anil Doradla(4) | 60,000 | $799,800 | 72,000 | $1,044,960 | | Yury Gryzlov | 80,000 | $1,066,400 | 96,000 | $1,393,280 |

  26. Long-Term Equity Incentives

    (1) Award amounts for the RSUs were determined based on the closing price of our common stock on December 29, 2023, the last trading day before the January 1, 2024 date of grant, which was $13.33. (2) The amounts in this column represent the aggregate grant date fair value of PSUs granted to the NEO in 2024 computed in accordance with FASB ASC Topic 718. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance conditions. The assumptions used to calculate these amounts are discussed in notes to our audited consolidated financial statements for the year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the PSUs or the sale of the common stock underlying such awards. Mr. Livschitz, our CEO, did not receive a long-term equity incentive award in 2025. On October 21, 2024, the compensation committee also approved a grant of 20,000 time-based RSUs, with a value of $320,800, to Mr. Doradla to better align his equity compensation with the market. The award amount was determined based on the closing price of our common stock on the date of grant, which was $16.04. This award vests one-third on the first anniversary of the grant date and one-twelfth quarterly thereafter. This grant is not included in the table above. A Closer Look at PSUs. PSUs are designed to reward sustainable growth and profitability while aligning long-term equity incentives with stockholder interests. PSUs are earned based on two equally weighted metrics: 50% year-over-year revenue growth (%) and 50% contribution margin (%), ensuring a balanced focus on top-line growth and efficient operations. For the 2024 – 2026 performance period, the compensation committee set targets that are more ambitious than those established in 2023, reflecting the Company’s growth into a larger and more complex organization. These goals are designed to challenge the NEOs to deliver superior performance over a longer timeframe, reinforcing the Company’s commitment to sustainable value creation. To achieve target performance levels, the Company must deliver double-digit revenue growth, a significant challenge given the competitive and dynamic market environment. This ensures that the performance goals are not only ambitious but also aligned with the Company’s long-term strategic priorities. Similarly, the contribution margin target requires a strong focus on operational efficiency and disciplined cost management to balance top-line growth with profitability. By setting these rigorous targets, the compensation committee underscores its emphasis on tying executive compensation to meaningful and measurable outcomes. To further reinforce long-term value creation, PSUs are also subject to adjustments based on rTSR and rCAGR, both measured against the Russell 2000 index. As shown below, these adjustments are assessed at the one-, two-, and three-year marks within the performance period, ensuring that compensation outcomes reflect sustained performance and competitive standing over time. We measure performance annually because we operate in a business environment in which forecasting multi-year performance is extremely difficult. This approach allows us to maintain a clear focus on our critical, shorter-term growth objectives while still driving accountability for executing on our long-term vision of sustainable growth and value creation. In addition, using multi-year vesting requirements and linking our NEOs’ compensation to Company stock strongly aligns management’s long-term interests with the those of our stockholders. PSUs earned in 2024 In February 2025, the compensation committee and Board certified the achievement of the 2024 performance goals for year-over-year revenue growth and contribution margin. This performance resulted in the vesting of 160% of the target number of PSUs for the first year of the three-year performance period (one-third of the award). Additionally, the rTSR and rCAGR modifiers were assessed at approximately the 83rd and 60th percentiles. This resulted in a 20% rTSR modifier and a 10% rCAGR modifier, totalling a 30% upward adjustment to the earned PSUs, resulting in earned PSUs of 208% of target.

  27. Long-Term Equity Incentives

    | Name | Target Number of Shares (#) | Total Vested Number of Shares (#) | | Leonard Livschitz | 320,000 | 665,600 | | Anil Doradla | 24,000 | 49,920 | | Yury Gryzlov | 32,000 | 66,560 |

  28. Long-Term Equity Incentives

    Timing of Long-Term Equity Incentive Awards. Long-term equity incentive awards to our NEOs are designed to cover a three-year performance period. When the compensation committee determines to make any grants of long-term equity incentive awards, they are granted on a quarterly basis at the time of the compensation committee’s regularly scheduled quarterly meetings. We do not currently grant awards of stock options, stock appreciation rights, or similar option-like equity awards. Accordingly, we do not have a specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information by us, which would require disclosure under Item 402(x) of Regulation S-K. In the event we determine to grant new long-term equity incentive awards of stock options or similar equity awards in the future, our compensation committee will evaluate the appropriate steps to take in relation to the foregoing. We have not timed the release of material nonpublic information for purposes of affecting the value of executive compensation.

  29. Compensation Recovery Policy

    Compensation Recovery Policy In November 2023, the Company adopted a compensation recovery policy pursuant to which we may seek the recovery of cash performance-based incentive compensation paid by us as well as performance-based equity awards, including the PSUs, in accordance with the compensation recovery rules established by The Nasdaq Stock Market pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The compensation recovery policy applies to each individual who is or was ever designated as an “officer” by the Board in accordance with Rule 16a-1(f) promulgated under the Exchange Act. The compensation recovery policy provides that if (i) we restate our financial statements due to material noncompliance with any financial reporting requirement under the securities laws; (ii) the amount of cash incentive compensation or performance-based equity compensation that was paid or is payable based on achievement of specific financial results paid to a covered individual would have been less if the financial statements had been correct; and (iii) the cash incentive compensation or performance-based equity compensation was received no more than three fiscal years prior to the date a restatement of our financial statements was determined; then Grid Dynamics will require the repayment from the covered individual of the excess cash incentive compensation or performance-based equity compensation such individual received.

  30. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Effective upon consummation of our business combination in March 2020 (the “Business Combination”), we entered into employment agreements with certain of our officers, including our current NEOs (as amended, the “Employment Agreements”). Each Employment Agreement generally provides, with respect to each officer, the following terms: (i) at-will employment, (ii) the annual base salary, (iii) eligibility to receive annual incentive bonuses at our discretion and related targeted payment, (iv) initial grant of equity awards by the Company and eligibility to be granted future equity awards by the Company in the discretion of its board of directors, (v) an initial term for the agreement of four years with successive one-year renewal terms unless either party provides timely notice of non-renewal, (vi) severance payments upon a termination without cause (excluding death or disability) or resignation for “good reason” (as defined in the agreement) and (vii) eligibility for enhanced “double-trigger” severance upon such terminations that occur within the three month period prior to or the 12 month period following a “change in control” (as defined in the agreement). Severance payments are generally comprised of: (i) a lump-sum payment equal to 24 months of base salary for Mr. Livschitz, 12 months of base salary for Mr. Doradla, and 12 months of base salary for Mr. Gryzlov, (ii) a lump-sum payment equal to 100% with respect to Mr. Livschitz, 50% with respect to Mr. Doradla, or 50% with respect to Mr. Gryzlov, of the current annual maximum bonus target amount, (iii) reimbursement for the monthly premiums for COBRA continuation coverage (or its equivalent) for a period of 24 months for Mr. Livschitz, 12 months for Mr. Doradla, and 12 months for Mr. Gryzlov, and (iv) for severance unrelated to a change in control, one year of accelerated vesting of outstanding unvested equity awards on the termination date. In addition, “double-trigger” change in control severance terms provide for full accelerated vesting of outstanding unvested equity awards. Such severance benefits are conditioned on the officer signing and not revoking a separation agreement and release of claims in favor of us within the timeframe set forth in the officer’s agreement.

  31. Summary Compensation Table

    Summary Compensation Table Grid Dynamics’ NEOs for 2024 are Leonard Livschitz, Chief Executive Officer, Anil Doradla, Chief Financial Officer, and Yury Gryzlov, Chief Operating Officer and Chief Executive Officer of Grid Dynamics Europe. The following table presents summary information regarding the total compensation for the years ended December 31, 2024, 2023 and 2022 for Mr. Livschitz, Mr. Doradla, and Mr. Gryzlov:

  32. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($)(1) | Option Awards ($) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Leonard Livschitz, Chief Executive Officer | 2024 | 800,000 | 896,000 | — | 24,596,800 | 12,085 | 26,304,885 | | | 2023 | 800,000 | 1,022,000 | — | 3,989,003 | 11,317 | 5,822,320 | | | 2022 | 733,333 | 1,342,500 | — | 22,579,813 | 6,841 | 24,662,487 | | Anil Doradla, Chief Financial Officer | 2024 | 320,000 | 187,626 | — | 2,165,560 | 3,864 | 2,677,050 | | | 2023 | 300,000 | 182,850 | — | 387,529 | 3,612 | 873,991 | | | 2022 | 300,000 | 276,375 | — | 2,749,621 | 3,372 | 3,329,368 | | Yury Gryzlov(4), Chief Operating Officer and Chief Executive Officer of Grid Dynamics Europe | 2024 | 442,840 | 245,134 | — | 2,459,680 | 196,984 | 3,344,638 | | | 2023 | 475,200 | 289,762 | — | 387,529 | 210,311 | 1,362,802 | | | 2022 | 369,488 | 357,010 | — | 2,749,621 | 52,982 | 3,529,101 |

  33. Summary Compensation Table

    (1) The amounts included in this column reflect payments earned in 2024, 2023 and 2022, as applicable, under the Company’s Corporate Bonus Plan as described below. (2) The amounts in this column represent the aggregate grant date fair value of RSUs and PSUs granted to the NEO in 2024, 2023 and 2022, as applicable, computed in accordance with FASB ASC Topic 718. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance conditions. The assumptions used to calculate these amounts are discussed in notes to Grid Dynamics’ audited consolidated financial statements for the year ended December 31, 2024 included in the Original Filing. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the PSUs, or the sale of the common stock underlying such awards. The grant date fair market value for the PSUs assuming the maximum payout would have been $39,011,840 for Mr. Livschitz, $2,925,888 for Mr. Doradla and $3,901,184 for Mr. Gryzlov. (3) The amounts included in this column for 2024 for Mr. Livschitz include the costs of ArmadaCare supplemental executive medical premiums paid by the Company on behalf of Mr. Livschitz and his family. The amounts included in this column for 2024 for Mr. Gryzlov include (i) 104,468 Swiss francs paid in statutorily required employer contribution to the occupational pension plan (BVG) covering Mr. Gryzlov, which is shown here converted into U.S. dollars at the exchange rate of 1.1071 U.S. dollars per Swiss franc on December 31, 2024, (ii) $24,913 for certain medical insurance costs paid by the Company on behalf of Mr. Gryzlov and his family, (iii) $43,282 in education expenses paid by the Company on behalf of Mr. Gryzlov and his family, and (iv) $13,132 in automobile expenses paid by the Company on behalf of Mr. Gryzlov and his family. Mr. Gryzlov’s 2024 base salary was 400,000 Swiss francs, which is shown here converted into U.S. dollars at the exchange rate of 1.1071 U.S. dollars per Swiss franc on December 31, 2024. Mr. Gryzlov’s 2023 base salary was 400,000 Swiss francs, which is shown here converted into U.S. dollars at the exchange rate of 1.1880 U.S. dollars per Swiss franc on December 31, 2023. Mr. Gryzlov’s 2022 base salary was 400,000 Swiss francs, which is shown here converted into U.S. dollars at the exchange rate of 1.0816 U.S. dollars per Swiss franc on December 31, 2022. The actual payment of Mr. Gryzlov’s 2024 bonus was 221,420 Swiss francs, shown here converted into U.S. dollars at the exchange rate of 1.1071 dollars per Swiss franc on December 31, 2024. The actual payment of Mr. Gryzlov’s 2023 bonus was 243,908 Swiss francs, shown here converted into U.S. dollars at the exchange rate of 1.1880 U.S. dollars per Swiss franc on December 31, 2023. The actual payment of Mr. Gryzlov’s 2022 bonus included 89,000 Swiss francs for the three months ended September 30, 2022, shown here converted into U.S. dollars at the exchange rate of 1.0816 U.S. dollars per Swiss franc on December 31, 2022, 84582.96 Swiss francs for the three months ended December 31, 2022, shown here converted into U.S. dollars at the exchange rate of 1.0816 U.S. dollars per Swiss franc on December 31, 2022 and $169,263.

  34. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table summarizes information regarding the incentive awards granted to each of Grid Dynamics’ NEOs in 2024:

  35. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Leonard Livschitz | — | — | 800,000 | 1,600,000 | — | — | — | — | — | | | 1/1/2024 | — | — | — | 480,000 | 960,000 | 2,688,000 | — | 13,932,800 | | | 1/1/2024(3) | | | | | | | 800,000 | 10,664,000 | | Anil Doradla | — | — | 175,000 | 350,000 | — | — | — | — | — | | | 1/1/2024 | | | | 36,000 | 72,000 | 201,600 | | 1,044,960 | | | 1/1/2024(3) | — | — | — | | — | — | 60,000 | 799,800 | | | 10/28/2024(4) | — | — | — | — | — | — | 20,000 | 320,800 | | Yury Gryzlov | — | — | 221,420 | 442,840 | — | — | — | — | — | | | 1/1/2024 | | | | 48,000 | 96,000 | 268,800 | | 1,393,280 | | | 1/1/2024(3) | — | — | — | — | — | — | 80,000 | 1,066,400 |

  36. 2024 Grants of Plan-Based Awards

    (1) Amounts in the “Estimated Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive opportunities under our Corporate Bonus Plan based upon the achievement of corporate performance goals over each quarter fiscal year 2024. For Mr. Doradla his target cash incentive opportunity increased from $165,000 to $175,000 effective October 1, 2024 to better align his compensation with the market, so the amounts reported in this column for him reflect this increased amount. The actual amounts paid to our named executive officers are set forth in the “2024 Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in the section titled “Compensation Discussion and Analysis — Cash Incentives.” (2) Amounts in the “Estimated Payouts under Equity Incentive Plan Awards” columns relate to the PSUs granted on January 1, 2024 under our 2020 Equity Incentive Plan. The grant date value of the PSUs has been computed in accordance with FASB ASC Topic 718 based on the closing price of our common stock on December 29, 2023, the last trading day before the January 1, 2024 date of grant, which was $13.33. Fifty percent (50%) of the PSUs vest based on the achievement of performance relating to specified levels of year-over-year revenue growth and fifty percent (50%) of the PSUs vest based on the achievement of performance relating to specified contribution margins, as measured annually at the conclusion of each year of the three-year performance period running from fiscal year 2024 to fiscal year 2026, in each case, subject to certain adjustments for rTSR and rCAGR as measured against the Russell 2000 index. For a discussion of the details of the vesting applicable to the PSUs and calculation of the payouts, see the section titled “Compensation Discussion and Analysis — Long-Term Equity Incentives.” (3) Represents RSUs granted under the 2020 Equity Incentive Plan on January 1, 2024. The grant date value of the RSUs has been computed in accordance with FASB ASC Topic 718 based on the closing price of our common stock on December 29, 2023, the last trading day before the January 1, 2024 date of grant, which was $13.33. The RSUs vest over a three year period as discussed in the section titled “Compensation Discussion and Analysis — Long-Term Equity Incentives.” Represents RSUs granted under the 2020 Equity Incentive Plan on October 28, 2024, following the compensation committee’s action to approve a grant to Mr. Doradla on October 21, 2024. The grant date value of the RSUs has been computed in accordance with FASB ASC Topic 718 based on the closing price of our common stock on October 21, 2024, the date on which the compensation committee approved the award. The RSUs vest over a three year period as discussed in the section titled “Compensation Discussion and Analysis — Long-Term Equity Incentives.”

  37. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table summarizes information concerning the outstanding equity awards, including unexercised options, as of December 31, 2024, for each of Grid Dynamics’ NEOs:

  38. Outstanding Equity Awards at 2024 Year-End

    | | Option Awards | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) — Exercisable | Number of Securities Underlying Unexercised Options (#) — Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock that Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock that Have Not Vested ($)(5) | | Leonard Livschitz | 1/1/2024 | | | | | 800,000(1) | 17,792,000 | | | | | 1/1/2024 | | | | | | | 1,331,200 | 34,318,336 | | Anil Doradla | 3/13/2020 | 140,000 | | 8.26 | 3/13/2030 | | | | | | | 1/1/2024 | | | | | 60,000(1) | 1,334,400 | | | | | 10/28/2024 | | | | | 20,000(2) | 444,800 | | | | | 1/1/2024 | | | | | | | 99,840 | 2,573,875 | | Yury Gryzlov | 11/12/2018 | 252,588 | | 3.54 | 11/12/2028 | | | | | | | 5/22/2019 | 46,518 | | 3.54 | 5/22/2029 | | | | | | | 5/22/2019 | 18,565 | | 3.54 | 5/22/2029 | | | | | | | 3/13/2020 | 140,000 | | 8.26 | 3/13/2030 | | | | | | | 1/1/2024 | | | | | 80,000(1) | 1,779,200 | | | | | 1/1/2024 | | | | | | | 133,120 | 3,431,834 |

  39. Outstanding Equity Awards at 2024 Year-End

    (1) One-third of the shares underlying these RSUs vested on January 1, 2025, and the remaining shares vest in eight equal quarterly installments thereafter, provided the participant’s service has not terminated prior to each such date. (2) One-third of the shares underlying these RSUs will vest on October 28, 2025, and the remaining shares vest in eight equal quarterly installments thereafter, provided the participant’s service has not terminated prior to each such date. (3) This amount reflects the fair market value of our common stock of $22.24 per share as of December 31, 2024, multiplied by the amount shown in the column for Number of Shares or Units of Stock That Have Not Vested. (4) One-third of the shares underlying these PSUs vest upon our board’s certification of the achievement of certain performance metrics following the conclusion of each fiscal year of the 2024-2026 fiscal year performance period, with such certification to occur no later than March 1, 2025, March 1, 2026, and March 1, 2027 in respect of each tranche of eligible PSUs. Fifty percent (50%) of the PSUs eligible to vest in respect of each year of the performance period vest based on the achievement of performance relating to specified levels of year-over-year revenue growth and the remaining fifty percent (50%) vest based on the achievement of performance relating to specified contribution margins, in each case, subject to certain adjustments for rTSR and rCAGR as measured against the Russell 2000 index. For a discussion of the details of the vesting applicable to the PSUs and calculation of the payouts, see the section titled “Compensation Discussion and Analysis — Long-Term Equity Incentives.” In February 2025, the compensation committee of our board of directors and our board of directors certified the achievement of certain performance metrics, resulting in 208% of the target number of PSUs vesting on the certification date, resulting in the issuance of the following number of shares to the following individuals: 665,600 shares for Mr. Livschitz, 49,920 shares for Mr. Doradla and 66,560 shares for Mr. Gryzlov, with such target numbers reflected here. The amounts shown in the table above reflect the shares of our common stock that would become issuable to our NEOs in respect of the remaining two years of the performance period based on the actual results of the first year of the performance period that ended on December 31, 2024. Upon achievement of the performance metrics at maximum, the amounts reported in this column for each of Messrs. Livschitz, Doradla, and Gryzlov would be 1,792,000, 134,400, and 179,200, respectively. The amounts in this column represent the aggregate grant date fair value of PSUs granted to the NEO in 2024 computed in accordance with FASB ASC Topic 718 multiplied by the amount shown in the column for Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance conditions. The assumptions used to calculate these amounts are discussed in notes to our audited consolidated financial statements for the year ended December 31, 2024. Upon achievement of the performance metrics at maximum, the amounts reported in this column for each of Messrs. Livschitz, Doradla, and Gryzlov would be $46,197,760, $3,464,832, and $4,619,776, respectively.

  40. Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table

  41. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth the number of shares of common stock acquired during 2024 by our NEOs upon the exercise of stock options or upon the vesting of RSUs, as well as the value realized upon such equity award transactions.

  42. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Leonard Livschitz | — | — | 249,980 | 3,000,586 | | Anil Doradla | — | — | 42,853 | 509,404 | | Yury Gryzlov | — | — | 42,853 | 509,404 |

  43. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We do not provide a pension plan for our employees, and none of our NEOs participated in a nonqualified deferred compensation plan during fiscal 2024 except in jurisdictions where such plan is statutorily required.

  44. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Each Employment Agreement with our NEOs generally provides, with respect to each officer, the following terms: (i) at-will employment, (ii) the annual base salary, (iii) eligibility to receive annual incentive bonuses at the Board’s discretion and related targeted payment, (iv) initial grant of equity awards by the company and eligibility to be granted future equity awards by the company in the discretion of its board of directors, (v) an initial term for the agreement of four years with successive one-year renewal terms unless either party provides timely notice of non-renewal, (vi) severance payments upon a termination without “cause” (excluding death or disability) or resignation for “good reason” (each as defined in the agreement) and (vii) eligibility for enhanced “double-trigger” severance upon such terminations that occur within the three month period prior to or the 12 month period following a “change in control” (as defined in the agreement). Severance payments (including due to a double-trigger termination in connection with a change in control) are generally comprised of: (i) a lump-sum payment equal to 24 months of base salary for Mr. Livschitz, 12 months of base salary for Mr. Doradla, and 12 months of base salary for Mr. Gryzlov; (ii) a lump-sum payment equal to 100% with respect to Mr. Livschitz, 50% with respect to Mr. Doradla, and 50% with respect to Mr. Gryzlov, of the current annual maximum bonus target amount; (iii) reimbursement for the monthly premiums for COBRA continuation coverage (or its equivalent) for a period of 24 months for Mr. Livschitz, 12 months for Mr. Doradla, and 12 months for Mr. Gryzlov; and (iv) for severance unrelated to a change in control, one year of accelerated vesting of outstanding unvested equity awards on the termination date. In addition, “double-trigger” change in control severance terms provide for full accelerated vesting of outstanding unvested equity awards. Such severance benefits are conditioned on the officer signing and not revoking a separation agreement and release of claims in favor of us within sixty (60) days of the officer’s termination date. If any severance or other benefits provided for in an officer’s Employment Agreement or otherwise payable to such officer constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax under Section 4999 of the Code, such officer would be entitled to receive either full payment of the benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the officer.

  45. Potential Payments upon Termination or Change in Control

    | | | Termination Without Cause or Resignation for Good Reason Outside of the Change in Control Period | | | | Termination Without Cause or Resignation for Good Reason Within the Change in Control Period | | | | | | Named Executive Officer | Salary Severance ($) | Bonus Severance ($) | Value of Continued Health Coverage ($)(1) | Value of Equity Acceleration ($)(2) | Total ($) | Salary Severance ($) | Bonus Severance ($) | Value of Continued Health Coverage ($)(1) | Value of Equity Acceleration ($)(2) | Total ($) | | Leonard Livschitz | 1,600,000 | 800,000 | 91,051 | 13,047,467 | 15,538,518 | 1,600,000 | 800,000 | 91051 | 39,142,400 | 41,633,451 | | Anil Doradla | 350,000 | 87,500 | 115 | 1,126,827 | 1,564,442 | 350,000 | 87,500 | 115 | 3,380,480 | 3,818,095 | | Yury Gryzlov(3) | 442,840 | 110,710 | 26,531 | 1,304,747 | 1,884,828 | 442,840 | 110.710 | 26,531 | 3,914,240 | 4,494,321 |

  46. Potential Payments upon Termination or Change in Control

    (1) The amounts reported in these columns represent estimates of the premiums to maintain group health insurance continuation benefits pursuant to COBRA (or its equivalent) for the executive and the executive’s respective eligible dependents for 24 months for Mr. Livschitz and 12 months for each of Mr. Doradla and Mr. Gryzlov. The amounts presented are based on estimates for maintaining group health insurance continuation benefits under our 2025 health insurance plans. (2) The value of the accelerated RSUs in this table are calculated by multiplying the number of shares subject to acceleration by the closing price of our common stock on December 29, 2024, the last trading day of the 2024 fiscal year, which was $13.33 per share. The value of the accelerated PSUs in this table are calculated by multiplying the number of target PSUs subject to acceleration by the closing price of our common stock on December 29, 2024, the last trading day of the 2024 fiscal year, which was $13.33 per share. Mr. Gryzlov’s 2024 base salary is 400,000 Swiss francs, and his salary severance is shown here converted into U.S. dollars at the exchange rate of 1.1071 U.S. dollars per Swiss franc on December 31, 2024. His bonus at target is 200,000 Swiss francs, and his bonus severance is shown here converted into U.S. dollars at the exchange rate of 1.1071 U.S. dollars per Swiss franc on December 31, 2024. The value of his continued health coverage total 11,077 Swiss francs and is shown here converted into U.S. dollars at the exchange rate of 1.1071 U.S. dollars per Swiss franc on December 31, 2024.

  47. CEO Pay Ratio

    CEO Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2024: • the median of the annual total compensation of all our employees (other than our Chief Executive Officer) was $54,452; • the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $26,304,885; and • the ratio of these two amounts was 483 to 1. As described above under “Compensation Discussion and Analysis — 2024 3-Year Target Long-Term Equity Incentive Award Grants,” the 2024 equity grants to our Chief Executive Officer were 3-year awards. If the grant date fair value of these awards are annualized over three years, our Chief Executive Officer’s annualized 2024 total compensation would be $9,907,018, and the ratio to the median employee would be 182 to 1.

  48. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below for Leonard Livschitz, our principal executive officer (“PEO”), and our other named executive officers, or NEOs. The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. You should refer to our Compensation Discussion & Analysis (“CD&A”) in this proxy statement for a complete description of how executive compensation relates to Company performance and how the compensation committee makes its decisions.

  49. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Leonard Livschitz (PEO) $ | Compensation Actually Paid to Leonard Livschitz (PEO)(1)(2) $ | Average Summary Compensation Table Total for Non-CEO NEOs(3) $ | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) $ | Year-end value of $100 invested on 3/6/2020 in: | | Net Income(5) (in millions) $ | Total Revenue(6) (in millions) $ | | | | | | | Total Shareholder Return(4) $ | Peer Group Total Shareholder Return(4) $ | | | | 2024 | 26,304,885 | 50,589,552 | 3,010,844 | 5,159,439 | 189.92 | 198.42 | 4.0 | 350.6 | | 2023 | 5,822,320 | 10,559,045 | 920,358 | 715,958 | 113.83 | 189.65 | (1.8) | 312.9 | | 2022 | 24,662,487 | (1,512,937) | 3,370,517 | (2,198,826) | 95.82 | 154.38 | (29.2) | 310.5 | | 2021 | 6,822,033 | 61,798,574 | 1,037,624 | 9,962,898 | 324.25 | 237.64 | (7.7) | 211.3 | | 2020 | 16,867,152 | 30,670,188 | 3,445,956 | 5,539,225 | 107.60 | 154.73 | (12.6) | 111.3 |

  50. PAY VERSUS PERFORMANCE DISCLOSURE

    Compensation Actually Paid does not mean that our PEO or non-CEO NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below. Because of adjustments required by SEC rules, Compensation Actually Paid may be a negative amount. Compensation Actually Paid does not represent amounts actually earned or realized by our PEO and Non-PEO NEOs in the applicable fiscal years.

  51. PAY VERSUS PERFORMANCE DISCLOSURE

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | Leonard Livschitz | Average Non-CEO NEOs | Leonard Livschitz | Average Non-CEO NEOs | Leonard Livschitz | Average Non-CEO NEOs | Leonard Livschitz | Average Non-CEO NEOs | Leonard Livschitz | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $26,304,885 | $3,010,844 | $5,822,320 | $920,358 | $24,662,487 | $3,370,517 | $6,822,033 | $1,037,624 | $16,867,152 | $3,445,956 | | Adjustments for Pension | | | | | | | | | | | | Adjustment Summary Compensation Table Pension | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Amount added for current year service cost | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Amount added for prior service cost impacting current year | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Total Adjustments for Pension | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Adjustments for Equity Awards | | | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(24,596,800) | $(2,312,620) | $(3,989,003) | $(387,529) | $(22,579,813) | $(2,749,621) | $(5,202,033) | $(505,374) | $(13,649,920) | $(2,344,222) | | Year-end fair value of unvested awards granted in the current year | $49,094,144 | $4,518,138 | $7,551,765 | $489,078 | $17,051,819 | $2,096,832 | $2,657,236 | $258,149 | $27,419,188 | $4,429,387 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $— | $— | $527,458 | $70,037 | $(11,143,141) | $(2,866,305) | $19,022,832 | $4,851,571 | $— | $— | | Fair values at vest date for awards granted and vested in current year | $— | $— | $— | $— | $— | $— | $32,341,913 | $3,141,994 | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(212,677) | $(56,923) | $646,506 | $70,767 | $(9,504,290) | $(2,050,249) | $6,156,594 | $1,178,935 | $33,769 | $8,105 | | Forfeitures during current year equal to prior year-end fair value | $— | $— | $— | $(446,752) | $— | $— | $— | $— | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Total Adjustments for Equity Awards | $24,284,667 | $2,148,595 | $4,736,725 | $(204,400) | $(26,175,424) | $(5,569,343) | $54,976,541 | $8,925,274 | $13,803,036 | $2,093,270 | | Compensation Actually Paid (as calculated) | $50,589,552 | $5,159,439 | $10,559,045 | $715,958 | $(1,512,937) | $(2,198,826) | $61,798,574 | $9,962,898 | $30,670,188 | $5,539,225 |

  52. PAY VERSUS PERFORMANCE DISCLOSURE

    Assumptions used in the valuation of equity awards for purposes of calculating Compensation Actually Paid were materially the same as at grant date, except for adjusting for expected performance and updated fair values of PSUs at each measurement date. The dollar amounts reported represent “Compensation Actually Paid” as calculated in accordance with SEC rules. The 2023, 2022, 2021 and 2020 Compensation Actually Paid amounts differ slightly from those previously reported as an administrative error was corrected. Reflects the average of the total compensation paid to our non-CEO NEOs in each listed year, as shown in our Summary Compensation Table for such listed year. The names of the non-CEO NEOs in each year are listed below: 2024: Anil Doradla, Yury Gryzlov 2023: Anil Doradla; Yury Gryzlov; Stan Klimoff 2022: Anil Doradla; Yury Gryzlov; Stan Klimoff 2021: Anil Doradla; Yury Gryzlov 2020: Victoria Livschitz; Yury Gryzlov (4) Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on March 6, 2020, the first day of trading for the Company’s stock after the closing of its business combination, and reinvesting all dividends until the last day of each reported fiscal year. Pursuant to SEC guidance reflects the peer group used in the company’s performance graph as disclosed in our 2024 Form 10-K. The peer group includes Accenture plc, Cognizant Technology Solutions Corp., Endava plc, EPAM Systems Inc., Globant, S.A., and Infosys Ltd. (5) The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements. (6) In the Company’s assessment, Total Revenue is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net income) used by the Company in 2024 to link compensation actually paid to performance. The dollar amounts reported are the Company’s total revenue reflected in the Company’s audited financial statements.

  53. Descriptions of the Information Presented in the Pay Versus Performance Table

    Descriptions of the Information Presented in the Pay Versus Performance Table The illustrations below compare CAP (as calculated in accordance with the SEC rules) and the following measures: • the Company’s cumulative TSR and the Peer Group’s cumulative TSR; • the Company’s Net Income; and • the Company’s Total Revenue