DEF 14A of EPAM Systems, Inc.
Filed Apr 9, 2025 · FY20240001140361-25-013035
Director Nominees
Director Nominees
Class I Directors with Terms Expiring at the Annual Meeting in 2025 or in 2028 if elected
Class I Directors with Terms Expiring at the Annual Meeting in 2025 or in 2028 if elected The Board nominees possess specific experience, qualifications, attributes or skills that led the Nominating and Governance Committee to the conclusion that such persons should serve as directors of EPAM, in light of our business and structure.
Class I Directors with Terms Expiring at the Annual Meeting in 2025 or in 2028 if elected
| Richard Michael Mayoras Age: 62 Director Since: 2013 Birthplace: USA Independent Director Key Qualifications: Financial, Leadership, Human Capital, Technology & Innovation, Sales & Marketing | Our Board believes that Mr. Mayoras is qualified to serve as a director based on his prior executive leadership roles in the IT services industry and his experience and prior service as a member of the boards of directors of technology companies, which enable him to provide valuable insight to the Board regarding financial and business strategy issues. | | | | Career Highlights OnSolve, LLC • Executive Chairman (2018 – 2024) RedPrairie Corporation • President and CEO (2007 – 2013) • Various executive roles (2004 – 2007) DigiTerra, Inc. • President (2001 – 2004) | Board Roles & Committees • Lead Independent Director • Member – Compensation Committee • Member – Nominating and Corporate Governance Committee Select Professional & Community Contributions • Softeon Inc. – Director Other Public Company Boards None |
Class I Directors with Terms Expiring at the Annual Meeting in 2025 or in 2028 if elected
| 15 | 2025 Proxy Statement | |
Class I Directors with Terms Expiring at the Annual Meeting in 2025 or in 2028 if elected
| Karl Robb Age: 62 Director Since: 2004 Birthplace: United Kingdom Independent Director Key Qualifications: Leadership, Global Business, Technology & Innovation, Sales & Marketing, Public Company Board | Our Board believes that Mr. Robb’s extensive experience in and knowledge of the IT services industry in North America and Europe, as well as his experience starting two software companies and his extensive service and responsibilities at EPAM prior to his retirement, provide him with the necessary skills to serve as a member of our Board. Our Board also believes this background enables Mr. Robb to provide valuable insight to the Board regarding strategy, business development, sales, operational and management issues, and general industry trends. | | | | Career Highlights EPAM Systems, Inc. • Executive Vice President and President of EU Operations (2004 – 2015) Fathom Technology Kft. • Co-Founder (2001 – 2004) Board Roles & Committees None | Select Professional & Community Contributions • Ajax Systems – Director Other Public Company Boards • Noventiq Holdings plc |
Class I Directors with Terms Expiring at the Annual Meeting in 2025 or in 2028 if elected
| Helen Shan Age: 57 Director Since: 2018 Birthplace: USA Independent Director Key Qualifications: Financial, Leadership, Global Business, Mergers & Aquisitions, Sales & Marketing | Our Board believes Ms. Shan’s financial management expertise, as well as her previous experience in global strategy development and execution, provide her with the necessary skills to serve as a member of our Board and enable her to contribute valuable insight regarding financial and strategic business issues. | | | | Career Highlights FactSet Research Systems • Executive Vice President and Chief Financial Officer (2018 – 2021; 2024 - Present) • Executive Vice President and Chief Revenue Officer (2021 – 2024) Mercer • Chief Financial Officer (2014 – 2018) Marsh & McLennan Companies • Vice President and Treasurer (2013 – 2014) | Board Roles & Committees • Chair – Audit Committee • Member – Compensation Committee Select Professional & Community Contributions • S.C. Johnson College of Business, Cornell University – Member of Johnson Advisory Council Other Public Company Boards None |
Class I Directors with Terms Expiring at the Annual Meeting in 2025 or in 2028 if elected
| 16 | 2025 Proxy Statement | |
Continuing Directors
Continuing Directors
Class II with Terms Expiring at the Annual Meeting in 2026
| Eugene Roman Age: 67 Director Since: 2020 Birthplace: Canada Independent Director Key Qualifications: Financial, Leadership, Global Business, Technology & Innovation, Mergers & Aquisitions | Our Board believes that Mr. Roman’s more than 35 years of experience as an information technology and telecommunications executive in the retail and business services industries and his financial background provide him with the necessary skills to serve as a member of our Board and enable him to provide valuable insight to the Board regarding technology, financial, and strategic issues. | | | | Career Highlights Design AI Ltd. • Principal (2019 – Present) Metrolinx • Chief Information Officer (2020-2021) Canadian Tire Corporation • Executive Vice President (2012 – 2018) Nortel Networks Corporation, Bell Canada Enterprises Inc., and Open Text Corporation • Progressively senior business and technology roles Board Roles & Committees • Member – Audit Committee and Cybersecurity Subcommittee | Select Professional & Community Contributions • Lakeland Holding Ltd. – Director • York University – Board of Governors • Finance and Audit Committee • Governance and Human Resources Committee Other Public Company Boards • Current – None • Past Five Years – The Stars Group |
Class II with Terms Expiring at the Annual Meeting in 2026
| Jill Smart Age: 65 Director Since: 2016 Birthplace: USA Independent Director Key Qualifications: Leadership, Global Business, Human Capital, Public Company Board | Our Board believes Ms. Smart’s industry experience, more than 20 years of consulting experience, and human resources leadership expertise enable Ms. Smart to provide valuable insight to the Board regarding human capital, executive compensation, and strategy. | | | | Career Highlights National Academy of Human Resources • President Emeritus (2023 – 2024) • President (2015 – 2023) JBSmart Consulting, LLC • Founder and CEO (2021 – Present) Accenture • Chief Human Resources Officer (2004-2014) • Various positions of increasing authority (1981 – 2004) Board Roles & Committees • Chair – Compensation Committee | Select Professional & Community Contributions • AlixPartners – Director • Cerity Partners – Advisory Board Member • Certree – Advisory Board Member • SucceedSmart – Advisory Board Member • University of Illinois Chicago Athletic Advisory Board and Gies College of Business Dean’s Business Council – Member • Goodman Theater – Trustee Other Public Company Boards • World Kinect Corporation • Past Five Years - HireRight Holdings Corporation |
Class II with Terms Expiring at the Annual Meeting in 2026
| Ronald Vargo Age: 71 Director Since: 2012 Birthplace: USA Independent Director Key Qualifications: Financial, Leadership, Global Business, Mergers & Acquisitions, Public Company Board | Our Board believes Mr. Vargo’s 30-plus years of experience as a financial and business executive, and his experience serving as a member of the board of directors of other public companies, provide him with the necessary skills to serve as a member of our Board and enable him to provide valuable insight to the Board regarding strategic, financial, compliance and investor relations issues. | | | | Career Highlights ICF International, Inc. • Executive Vice President and CFO (2010 – 2011) Electronic Data Systems Corporation • Executive Vice President and CFO (2006 – 2008) • Vice President and Treasurer (2004 – 2006) TRW, Inc. • Vice President (1991 – 2003) • Investor Relations and Treasurer (1991 – 1994, 1999 – 2002) • Strategic Planning and Business Development (1999 – 2002) | Board Roles & Committees • Chair – Nominating and Corporate Governance Committee • Member – Audit Committee Other Public Company Boards • Current – Enersys • Past Five Years – Ferro Corporation |
Class III with Terms Expiring at the Annual Meeting in 2027
| Arkadiy Dobkin Age: 64 Director Since: 2002 Birthplace: Belarus Key Qualifications: Leadership, Global Business, Human Capital, Technology & Innovation, Mergers & Acquisitions | Our Board believes Mr. Dobkin’s experience as an IT professional and executive in the IT services industry coupled with his in-depth understanding of our global delivery model provide him with the necessary skills to serve as a member of our Board and will enable him to provide valuable insight to the Board and our management team regarding operational, strategic and management issues as well as general industry trends. | | | | Career Highlights EPAM Systems, Inc. • Co-Founder (1993 – Present) • Chairman and CEO (2002 – Present) Board Roles & Committees • Chairman | Select Professional & Community Contributions • GLOBSEC Tatra Summit Business Leadership Award, 2021 • Ernst & Young World Entrepreneur of the Year Academy (Inducted 2015) Other Public Company Boards None |
Class III with Terms Expiring at the Annual Meeting in 2027
| Robert E. Segert Age: 56 Director Since: 2012 Birthplace: USA Independent Director Key Qualifications: Financial, Leadership, Human Capital, Technology & Innovation, Mergers & Acquisitions | Our Board believes Mr. Segert’s 20-plus years of experience as an executive in the business services and consulting industry provide him with the necessary skills to serve as a member of our Board and enable him to provide valuable insight to the Board regarding financial and investor relations issues. | | | | Career Highlights athenahealth, Inc. • Chairman and CEO (2019 – Present) Virence Health Technologies • Chairman and CEO (2018 – 2019) Aspect Software • Executive Chairman (2016 – 2018) Expert Global Solutions, Inc. • President and CEO (2014 – 2016) GXS Worldwide, Inc. • President and CEO (2008 – 2014) | Board Roles & Committees • Member – Nominating and Corporate Governance Committee Other Public Company Boards None |
Class III with Terms Expiring at the Annual Meeting in 2027
| DeAnne Aguirre Age: 64 Director Since: 2023 Birthplace: USA Independent Director Key Qualifications: Leadership, Global Business, Technology & Innovation, Sales & Marketing, Public Company Board | Our board believes Ms. Aguirre is qualified to serve as a director based on more than 30 years of experience in leadership roles in the global strategy and technology consulting industry along with her experience as a member of both public and private company boards and their committees. | | | | Career Highlights PricewaterhouseCoopers • Managing Partner (2015 – 2020) • North America Strategy Business • Health Strategy Business • Global Leader – Katzenbach Center Booz Allen & Hamilton, Inc./ Booz & Co. • Global and Regional Leadership Positions (1996 – 2015) • Global Co-Leader – Organization & Strategic Leadership Business • Technology Leader – Southern Cone • Global Chief Human Resources Officer | Board Roles & Committees • Member – Nominating and Corporate Governance Committee Select Professional & Community Contributions • Cisive – Director Other Public Company Boards • Hercules Capital, Inc. |
Class III with Terms Expiring at the Annual Meeting in 2027
| Chandra McMahon Age: 58 Director Since: 2023 Birthplace: USA Independent Director Key Qualifications: Financial, Leadership, Global Business, Technology & Innovation | Our board believes Ms. McMahon is qualified to serve as a director based on her breadth of experience in cybersecurity, information technology solutions, and enterprise resiliency and her executive leadership roles in the health, telecommunications, and defense industries, which enable her to provide valuable insight to the Board regarding information security and business strategy issues. | | | | Career Highlights CVS Health • Senior Vice President and Chief Information Security Officer (2020 – 2024) Verizon Communications • Senior Vice President and Chief Information Security Officer (2015 – 2020) Lockheed Martin • Vice President and Chief Information Security Officer • Vice President of Commercial Markets • President of Corporate Properties | Board Roles & Committees • Member – Audit Committee and Cybersecurity Subcommittee Other Public Company Boards None |
Code of Ethical Conduct & Corporate Governance Guidelines
| • | director compensation; |
Balazs Fejes
Balazs Fejes Balazs Fejes is our President of Global Business and Chief Revenue Officer, where he heads market activities across the regions and co-leads global business operations. Mr. Fejes also oversees the strategy of our Banking and Financial Services Industry business unit, helping to drive evolution of key service lines across the unit’s global portfolio. From 2015 through March 2021, Mr. Fejes was our Executive Vice President, Co-Head of Global Business, and before that, he held the position of Senior Vice President, Global Head of Banking and Financial Services business unit from 2012 to 2015. From 2004 to August 2012, Mr. Fejes served as EPAM’s Chief Technology Officer (“CTO”) and was responsible for ensuring that all global offshore and nearshore software development centers of EPAM were at the leading edge of industry standards for efficiency and quality. Mr. Fejes joined EPAM in 2004 as part of the acquisition of Fathom Technology, a Hungarian software engineering firm which he co-founded and where he served as CTO. Prior to co-founding Fathom Technology, Mr. Fejes was a chief software architect/line manager with Microsoft Great Plains (Microsoft Business Solutions). He also served as chief software architect of Scala Business Solutions. He is the recipient of numerous awards for programming excellence and has worked extensively in the US and Russia.
Viktar Dvorkin
Viktar Dvorkin Viktar Dvorkin is our Senior Vice President, Head of Global Engineering, Cloud and Platforms and is responsible for the strategy and operation of the company’s Delivery Organization as well as our Solution Practices and Competency Centers. In his current role, Mr. Dvorkin also oversees EPAM’s Advanced Technology programs including EngX and Delivery Excellence. Prior to his current role, he led the North American business unit, where he oversaw the operation of EPAM’s largest book of business, with overall responsibility for services delivered in the North American region. Mr. Dvorkin joined EPAM in 1997 and has been instrumental in driving our growth in key technology and solution practices, and in helping EPAM to build and deploy multi-disciplinary teams for successful client engagements. Having worked and lived in the United States and Eastern Europe, Mr. Dvorkin has in-depth understanding of global delivery models and brings hands-on technology experience and working knowledge of multiple industries including travel, healthcare, insurance and oil & gas. Mr. Dvorkin holds a master’s degree in Applied Mathematics from the Belarusian National Technical University.
Viktar Dvorkin
| 31 | 2025 Proxy Statement | |
Jason Peterson
Jason Peterson Jason Peterson joined EPAM in 2017 and is our Senior Vice President, Chief Financial Officer and Treasurer. Mr. Peterson leads EPAM’s Global Finance, Corporate Development, and Procurement organizations and has over 25 years of finance experience. From 2008 to 2017, he was employed by Cognizant Technology Solutions, and in his most recent role, he was Vice President of Finance, M&A and Due Diligence, a position that he held while leading a large-scale corporate business process transformation program. Prior to that, he was CFO of the Emerging Business Accelerator and led the Corporate Financial Planning and Analysis Function. Before joining Cognizant, Mr. Peterson was the CFO for E&C Medical Intelligence, a venture-backed software and services company, and prior to that, he served in various accounting and finance roles at ATI Technologies, Philips Semiconductors, and Hewlett-Packard. Mr. Peterson holds an MBA from Columbia Business School and a Bachelor’s degree in economics from Claremont McKenna College.
Edward Rockwell
Edward Rockwell Edward Rockwell joined EPAM in October of 2018 and is our Senior Vice President, General Counsel and Corporate Secretary overseeing the legal activities of the organization and providing strategic counsel and legal guidance to senior leadership and EPAM’s Board of Directors. From June 2014 to October 2018, Mr. Rockwell served as Vice President & Assistant General Counsel at Red Hat, a leading global provider of open source, enterprise IT solutions where he led a global team of legal professionals that supported all sales and operations during a period of significant company growth. From April 2012 to January 2014, Mr. Rockwell was General Counsel and Vice President, Legal and Human Resources for DDN Storage. He previously served as Vice President and Associate General Counsel at Hewlett-Packard Company (HP) with roles that included General Counsel for HP Services, HP Americas, and HP Software. Additionally, he spent five years in Milan, Italy, where he served as Director and Managing Counsel for HP’s Outsourcing Services business in EMEA and later Senior Director and Managing Counsel for Outsourcing Services worldwide. Mr. Rockwell is a member of the board of directors of the Greater Philadelphia Chapter of the Association of Corporate Counsel. Mr. Rockwell received a BA degree in Foreign Affairs from University of Virginia and a JD from the University of Richmond School of Law.
Elaina Shekhter
Elaina Shekhter Elaina Shekhter is our Senior Vice President, Chief Marketing and Strategy Officer. Ms. Shekhter had been our Chief Marketing Officer from March 2015 through March 2021. In her role, Ms. Shekhter works to integrate a variety of functions that influence EPAM’s strategy, positioning and messaging. Ms. Shekhter has been with EPAM since 2001 in a number of roles, including the Global Head of Business Development and prior to that, the Global Head of our Travel and Consumer Business Unit. Ms. Shekhter is an advisory board member for the MACH Alliance and is active in the software startup and emerging technology communities, representing EPAM in its investment in the Go Philly Fund and as a board member of the EPAM seed investment, Sigma Ledger. Additionally, Ms. Shekhter takes a special interest in artificial intelligence and sustainability initiatives. Before joining EPAM, Ms. Shekhter was with the global hospitality and travel company Carlson Companies, in a number of operational and business development roles including Head of Retail and Entertainment for 24K, a spin-off of Carlson Marketing Group. Prior to Carlson, Ms. Shekhter was a Manager with Ernst & Young Consulting, specializing in CRM and analytics engagements. Ms. Shekhter holds an MS degree in Information Systems and BS/BA degrees in Economic Theory and Political Science from The American University.
Boris Shnayder
Boris Shnayder Boris Shnayder is our Senior Vice President, Co-Head of Global Business with a primary focus on operations in the Americas. Mr. Shnayder joined EPAM in July 2015 and is responsible for a portfolio of business in the region, including oversight of service programs and client acquisition. Mr. Shnayder also oversees strategy and execution of our emerging verticals portfolio. With over 20 years of experience in the IT and telecommunications industries, Mr. Shnayder brings both industry and global operations leadership. Prior to his role at EPAM, Mr. Shnayder served in a variety of roles at GlobalLogic, Inc. from 2007 to 2015, including Chief Delivery Officer, Senior Vice President, Head of Telecom & Healthcare and General Manager, and Vice President of Telecommunications. He also held senior software management positions at Motorola and Telcordia, managing teams throughout the United States, China, India and Russia. Mr. Shnayder received his MS degree in Mechanical Engineering from the Lyiv University in Ukraine.
Boris Shnayder
| 32 | 2025 Proxy Statement | |
Larry Solomon
Larry Solomon Larry Solomon is our Senior Vice President, Chief People Officer, responsible for overseeing all aspects of talent management, talent acquisition, workforce planning and management, as well as other human resource related functions within EPAM globally. Mr. Solomon joined EPAM in October 2016, and prior to that he held a number of leadership positions at Accenture beginning in 1986. His most recent responsibilities as Senior Managing Director and North America Operating Officer from 2013 to 2016 included overseeing and managing the full employee life cycle of all Accenture people in the United States and Canada, resource planning, recruitment, staffing and deployment, and performance management. Prior to that, he was Accenture’s Global COO of Human Resources from 2011 to 2013, with overall responsibility for human resources operations. Mr. Solomon received a bachelor’s degree in Business Administration from the State University of New York at Albany with a Finance/MIS major and Spanish language minor. He graduated with Magna Cum Laude distinction in 1986.
Sergey Yezhkov
Sergey Yezhkov Sergey Yezhkov is our Senior Vice President, Co-Head of Global Business, focusing on a North American book of business. Mr. Yezhkov also oversees strategy and operation of our Life Science & Healthcare portfolio. Prior to his current role, Mr. Yezhkov served as Co-Head of Global Delivery where he oversaw delivery operations across EPAM’s diverse geographic footprint with overall responsibility for building and growing professional software engineering skills and delivery know-how. Mr. Yezhkov joined EPAM in 2006 as part of the acquisition of Vested Development Inc. (VDI), where he served as Managing Director and CTO. Through his work with EPAM’s Independent Software Vendors business unit, Mr. Yezhkov brings an in-depth understanding of commercial software product development and agile approaches as well as a working knowledge of the healthcare, life science and high-tech industries. Mr. Yezhkov has an MS in Computational Mathematics from Lomonosov Moscow State University.
Gary Abrahams
Gary Abrahams Gary Abrahams is our Vice President, Corporate Controller, and Chief Accounting Officer. Mr. Abrahams joined EPAM in 2016 and was named Chief Accounting Officer in April 2017. Mr. Abrahams has over 25 years of experience in global corporate financial management and public accounting. From December 2015 to March 2016, Mr. Abrahams worked as an independent contractor at CMF Associates, LLC, a management and financial services advisory firm. From June 2014 to April 2015, he served as Senior Vice President, Chief Accounting Officer at Preferred Sands, a producer of high-performance sands and proppant materials used in the oil and gas industry. From May 2006 to April 2014, Mr. Abrahams served in several senior finance roles at Shire Pharmaceuticals, a global biotechnology company, last serving as Vice President, Finance Operations - The Americas, where he was responsible for leading the Controller’s teams in North and South America and enhancing the finance infrastructure to support the growth of the multinational business. Before joining Shire, Mr. Abrahams held finance and Controller positions at Bracco Diagnostics, a subsidiary of a multinational healthcare company, from 1994 to 2006. He began his career at Arthur Andersen LLP in New York City. Mr. Abrahams holds a BBA in Accounting from Hofstra University.
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Security Ownership of Certain Beneficial Owners & Management As of March 14, 2025, there were 57,068,646 shares of our Common Stock issued and outstanding. The following table sets forth certain information with respect to the beneficial ownership of our Common Stock for:
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| • | each of our directors and executive officers individually; |
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| • | all directors and executive officers as a group; and |
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| • | each stockholder known by us to be the beneficial owner of more than 5% of our outstanding Common Stock. |
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We have calculated beneficial ownership in accordance with the rules of the SEC, and such ownership includes voting and dispositive power with respect to shares. In the table below, shares of Common Stock issuable pursuant to options currently exercisable or exercisable within 60 days of March 14, 2025, shares of Common Stock issuable upon settlement of restricted stock units, and restricted Common Stock are deemed to be outstanding for calculating the percentage of outstanding shares beneficially owned by the person holding those options, but are not deemed to be outstanding for computing the percentage of shares beneficially owned by any other person. To our knowledge, except as indicated, the stockholders named in the table have sole voting and dispositive power with respect to all shares of Common Stock beneficially owned by them, based on the information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer is c/o EPAM Systems, Inc., 41 University Drive, Suite 202, Newtown, Pennsylvania 18940.
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| | Shares Beneficially Owned | | | Name and Address of Beneficial Owner | Number | Percent | | Named Executive Officers and Directors | | | | Arkadiy Dobkin(1) | 1,971,488 | 3.5% | | Jason Peterson(2) | 54,824 | * | | Balazs Fejes(3) | 51,373 | * | | Boris Shnayder(4) | 66,352 | * | | Elaina Shekhter(5) | 47,812 | * | | Larry Solomon(6) | 45,838 | * | | Viktar Dvorkin(7) | 83,854 | * | | Sergey Yezhkov(8) | 55,486 | * | | Edward Rockwell(9) | 18,156 | * | | Gary Abrahams(10) | 3,121 | * | | DeAnne Aguirre | 2,265 | * | | Richard Michael Mayoras | 9,321 | * | | Chandra McMahon | 2,386 | * | | Eugene Roman | 1,551 | * | | Karl Robb | 6,367 | * | | Robert E. Segert(11) | 17,289 | * | | Helen Shan | 4,927 | * | | Jill Smart | 7,952 | * | | Ronald Vargo | 9,554 | * | | All executive officers and directors as a group (19 people) | 2,459,916 | 4.3% | | 5% Stockholders | | | | The Vanguard Group(12) | 6,825,589 | 11.83% | | BlackRock, Inc.(13) | 4,722,559 | 8.2% |
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| * Denotes less than 1% of the shares of Common Stock beneficially owned. |
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| (1) Includes: (i) 1,275,628 shares of Common Stock held directly by Mr. Dobkin; (ii) 248,271 shares of Common Stock issuable to Mr. Dobkin upon exercise of options exercisable within 60 days of March 14, 2025; and (iii) 447,589 shares of Common Stock held by the Arkadiy Dobkin GST Exempt Grantor Trust (the “Dobkin Grantor Trust”) for the benefit of Mr. Dobkin’s children, for which Mr. Dobkin’s spouse acts as the trustee. Mr. Dobkin may be deemed to have shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of the shares held by the Dobkin Grantor Trust and identified as beneficially owned by him above. Mr. Dobkin disclaims beneficial ownership of the securities held by the Dobkin Grantor Trust except to the extent of his pecuniary interest therein. |
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| (2) Includes 31,442 shares of Common Stock issuable to Mr. Peterson upon exercise of options exercisable within 60 days of March 14, 2025. |
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| (3) Includes 39,801 shares of Common Stock issuable to Mr. Fejes upon exercise of options exercisable within 60 days of March 14, 2025. |
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| (4) Includes 53,980 shares of Common Stock issuable to Mr. Shnayder upon exercise of options exercisable within 60 days of March 14, 2025. |
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| (5) Includes 38,978 shares of Common Stock issuable to Ms. Shekhter upon exercise of options exercisable within 60 days of March 14, 2025. |
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| (6) Includes 31,616 shares of Common Stock issuable to Mr. Solomon upon exercise of options exercisable within 60 days of March 14, 2025. |
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| (7) Includes: (i) 20,714 shares of Common Stock held directly by Mr. Dvorkin; (ii) 36,966 shares of Common Stock issuable to Mr. Dvorkin upon exercise of options exercisable within 60 days of March 14, 2025; and (iii) 26,174 shares of Common Stock held by the Dvorkin Family Trust for the benefit of Mr. Dvorkin’s children, for which Mr. Dvorkin’s spouse acts as the trustee. Mr. Dvorkin may be deemed to have shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of the shares held by the Dvorkin Family Trust and identified as beneficially owned by him above. Mr. Dvorkin disclaims beneficial ownership of the securities held by the Dvorkin Family Trust except to the extent of his pecuniary interest therein. |
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| (8) Includes 41,537 shares of Common Stock issuable to Mr. Yezhkov upon exercise of options exercisable within 60 days of March 14, 2025. |
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| (9) Includes 11,798 shares of Common Stock issuable to Mr. Rockwell upon exercise of options exercisable within 60 days of March 14, 2025. |
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| (10) Includes 524 shares of Common Stock issuable to Mr. Abrahams upon exercise of options exercisable within 60 days of March 14, 2025. |
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| (11) Includes: (i) 3,545 shares of Common Stock held directly by Mr. Segert; and (ii) 13,744 shares of Common Stock held in a revocable living trust in which Mr. Segert and his spouse are trustees. Mr. Segert has beneficial ownership of the shares held in the trust. |
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| (12) Information based on a Schedule 13G/A filed with the SEC on February 13, 2024. The Vanguard Group has sole voting power over 0 shares, shared voting power over 75,863 shares, sole dispositive power over 6,578,867 shares and shared dispositive power over 246,722 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
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| (13) Information based on a Schedule 13G/A filed with the SEC on January 25, 2024. BlackRock, Inc., a parent holding company, reports on behalf of the following subsidiaries which hold the shares: BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd. BlackRock, Inc. has sole voting power over 4,353,085 shares, shared voting power over 0 shares, sole dispositive power over 4,722,559 shares, and shared dispositive power over 0 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. |
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Certain Relationships & Related Transactions
Pre-Cleared Transaction Categories
| • | director compensation arrangements that have been approved by the Board |
The Audit Committee
| Name | Fees earned or paid in cash ($) | Stock awards (1) (2) ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Non-qualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | DeAnne Aguirre | $73,000 (3) | $187,004 | – | – | – | – | $260,004 | | Richard Michael Mayoras | $103,417 (4) | $187,004 | – | – | – | – | $290,421 | | Chandra McMahon | $78,000 (5) | $187,004 | – | – | – | – | $265,004 | | Karl Robb | $65,000 (6) | $187,004 | – | – | – | $94,000 (7) | $346,004 | | Eugene Roman | $78,000 (8) | $187,004 | – | – | – | – | $265,004 | | Robert E. Segert | $75,917 (9) | $187,004 | – | – | – | – | $262,921 | | Helen Shan | $100,000 (10) | $187,004 | – | – | – | – | $287,004 | | Jill Smart | $85,000 (11) | $187,004 | – | – | – | – | $272,004 | | Ronald Vargo | $109,333 (12) | $187,004 | – | – | – | – | $296,337 |
Compensation Philosophy and Objectives
| • | Attract, motivate, develop and retain quality executives who will increase long-term stockholder value. |
Compensation Philosophy and Objectives
| • | Provide total compensation to each of our NEOs that is commensurate with position and experience, largely in annual incentive and long-term incentives. |
Compensation Philosophy and Objectives
| • | Grant performance-based equity awards to align executive interests with long-term interests of EPAM stockholders. |
Compensation Philosophy and Objectives
| • | Reward exceptional performance and long-term commitment to EPAM. |
2024 Company Performance
The revenue and adjusted income from operations results led to the corporate performance factor for our short-term cash incentives being funded at 72%. (See “Short-Term Cash Incentive Awards” for more information). The revenue and adjusted EPS results correspond to 0% and 144%, respectively, for the portion of the first-year tranche of the 2024-2026 performance-vesting stock units (“PSUs”) relating to those measures. The 2024-2026 PSUs will not become earned and vested until the conclusion of the 3-year performance period and all tranches and the 3-year relative TSR performance period have been completed. See “Key Executive Performance Stock Program” for more information.
Compensation Objectives
| | Component | Payment Form | Objective | Alignment with Stockholder Value Creation | | Short-Term Compensation | Base Salary | Cash | Provide a base amount of fixed compensation to attract and retain highly qualified executives Reflects individual seniority, skills, prior experience, scope and responsibility | Salary levels and year-over-year increases set based on market data to provide competitive pay | | | Performance-based Cash Incentives | Cash | Reward executives for a combination of strong corporate performance and individual contributions to our success | Short-term cash incentives for executives funded based on our operational and financial results, with annual awards for our NEOs determined based on EPAM financial performance in 2024, and considering individual performance | | Long-Term Compensation | Equity Awards | Equity | Provide annual awards to executives via performance-vested PSUs and time-vested restricted stock units (“RSUs”), and ending with 2024, stock options, to realize future stock price appreciation and serve as a retention tool for highly qualified executive leadership. Beginning in 2025, equity awards for NEOs will consist of 50% PSUs and 50% RSUs. Reward executives for long-term financial success | Ultimate value of equity awards based on sustained, long-term EPAM stock price appreciation and financial performance | | Other Compensation | Benefits and Perquisites | N/A | Promote EPAM’s approach and culture by avoiding special perquisites for executives | EPAM provides its executives with broad-based, non-discriminatory benefit plans available to all employees to focus executive pay on incentive-based cash or equity compensation EPAM does not provide supplemental executive perquisites or retirement benefits | | | Post-employment Compensation | N/A | Lack of pension plans, retiree benefits and other post-employment benefits keeps fixed compensation costs conservative Equity awards vest upon death or disability (100% in the case of two or more years of service, and 50% in case of less than 2 years of service) Beginning with 2022 grants, equity awards held for at least one year from the date of grant accelerate upon retirement for Section 16 officers who retire with a combined age and service of 70 (minimum age 60 and minimum tenure 5 years) | No pre-set severance terms or employment agreements Double-trigger change of control requirements for acceleration of unvested equity awards Equity vesting in death, disability, or retirement intended to provide programmatic vesting of equity in limited circumstances to minimize need for Committee discretion | | | Employee Stock Purchase Plan (ESPP) | Equity | EPAM maintains an ESPP for eligible employees, including our executive officers (available in select countries) with a market competitive design | Creates incentive for employees to share in EPAM’s value creation |
Governing our Compensation Program
| | | | WHAT WE DO | WHAT WE DON‘T DO | | • Align our executive pay with performance • Appropriately balance short- and long-term incentives • Provide for “double trigger” change of control vesting for all equity grants • Award PSUs which vest, if at all, at the end of a three-year performance period and equity grants which vest over a four-year term • Hold an annual “say-on-pay” advisory vote to approve executive compensation • Award PSUs tied to our long-term performance as a significant portion of our NEO’s overall compensation • Maintain meaningful stock ownership guidelines for executives, members of senior management and directors • Maintain a robust compensation recoupment or “clawback” policy that complies with SEC and corresponding NYSE Listed Company Manual requirements • Retain and utilize an independent compensation consultant to advise the Committee | • No contracts with multi-year guaranteed salary increases or bonus arrangements • No excise tax gross-ups upon a change of control • No “single trigger” change of control vesting for equity awards • No “golden parachutes” or automatic change of control severance payments • No supplemental executive retirement plan or supplemental pension benefits • No repricing of equity awards without stockholder approval • No hedging, pledging, and speculative transactions in our securities by our executive officers, employees and directors • No excessive perquisites for our named executive officers |
2024 Compensation Snapshot
Base salaries for our NEOs were unchanged in 2024 compared to 2023. Cash incentive payouts increased due to an improvement in operating performance against our revenue and profitability targets compared to 2023. Long-term equity incentives increased, on the whole, as we added PSUs under our Key Executive Performance Stock Program and rebalanced the mix of equity awards. In 2024, our CEO’s long-term equity incentive package was 50% PSUs, 17% options, and 33% time-based RSUs, and our other NEOs’ long-term equity incentive package were one-third each PSUs, options, and time-based RSUs. With a substantial amount of our CEO’s and other NEOs’ overall compensation linking to the short-term operational performance and long-term stock performance of EPAM, our dedication to ensuring our executives’ interests align with those of our stockholders is clear. Continuing this commitment and taking industry trends into account, the Committee determined that it would no longer include stock options as part of the long-term equity compensation beginning with 2025. As a result, equity packages to our NEOs beginning with 2025 are 50% PSUs and 50% RSUs.
2024 Compensation Oversight
| • | Short-term cash incentive awards reported for 2024 were decided in February 2025 and reflect performance against goals established in February 2024. |
2024 Compensation Oversight
| • | Long-term equity incentive awards reported for 2024 were granted in March 2024 and reward future contributions. |
2024 Compensation Oversight
| January – March | April – June | July – September | October – December | | • Set performance measures and targets for 2024 performance cycle relating to short-term cash incentive program and Key Executive Performance Stock Program • Determined salary adjustments and target short-term cash opportunities for executives • Recommended NEO long-term equity incentive awards to Board for approval | • Reviewed results of “say on pay” advisory vote • Remained informed on progress toward meeting performance goals associated with executive compensation program | • Evaluated and set executive compensation peer group • Reviewed management succession plan • Reviewed executive compensation program designs for 2025 | • Reviewed compensation risk assessment • Evaluated executive compensation philosophy • Considered publicly available compensation benchmarking data and peer group compensation data |
Compensation Process for NEOs
| | | | | Our CEO and Chief People Officer review the performance of the NEOs and recommend changes in base salary, cash incentives and equity awards to the Committee. | The Committee determines and approves base salary adjustments and short-term cash incentives and recommends equity compensation to the full Board. | The Board approves the equity compensation. |
Role of the Compensation Consultant
Role of the Compensation Consultant In considering and making executive compensation decisions, the Committee retains the services of an independent executive compensation consultant, Pay Governance LLC (“Pay Governance”). At the Committee’s request during 2024, Pay Governance performed the following services:
Role of the Compensation Consultant
| • | Provided analysis and reports on market pay for named executive officers |
Role of the Compensation Consultant
| • | Performed a competitive review of peer company share usage and dilution |
Role of the Compensation Consultant
| • | Consulted on executive compensation peer group composition |
Role of the Compensation Consultant
| • | Advised on trends and policies relating to compensation |
Role of the Compensation Consultant
| • | Assisted with the design and launch of the Key Executive Performance Stock Program |
Role of the Compensation Consultant
| • | Performed a competitive review of director compensation. |
Role of the Compensation Consultant
In addition, Pay Governance provided advice on the Compensation Discussion and Analysis included in this Proxy Statement. Pay Governance attends meetings as appropriate at the invitation of the Committee and meets with our management from time to time to collect compensation data and information about the business. To ensure the independence of Pay Governance, the Committee annually reviews its work, fees and relationship. During 2024, Pay Governance did not perform any other services for EPAM or any of its affiliates and the Committee concluded that there was no conflict of interest within the meaning of Section 10C-1 of the Exchange Act affecting Pay Governance’s independence.
Peer Group
Peer Group EPAM uses a compensation peer group to help us understand pay levels and compensation program design for similarly sized publicly traded companies. We use peer group information to better understand the external marketplace, but compensation paid at other companies is only one factor in our decision-making process. For our reference group, we focus on technology companies of similar revenue and market cap size to EPAM that also generally have significant non-US revenue and strong fundamentals. Every year, the Committee reviews and, if appropriate, adjusts the criteria for our peer group, and confirms the companies included. In 2024, we removed Palo Alto Networks, Inc., ServiceNow, Inc., Splunk, Inc., and Synopsys, Inc., and added ASGN Incorporated, Genpact Limited, and PTC Inc. to our comparator group. These changes better reflect a peer group with more closely related revenues and market cap to that of EPAM.
Peer Group
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Peer Group
| COMPENSATION PEER GROUP | | | | | • | Akamai Technologies, Inc. | • | Genpact Limited | | • | ASGN Incorporated | • | Open Text Corporation | | • | Autodesk, Inc. | • | PTC Inc. | | • | Cadence Design Systems, Inc. | • | Science Applications Int’l Corp. | | • | CGI Inc. | • | SS&C Technologies Holdings, Inc | | • | Cognizant Technology Solutions | • | Verisk Analytics, Inc. | | • | Fortinet, Inc. | • | Workday, Inc. |
Timing of Compensation Decisions
Timing of Compensation Decisions We do not grant stock options or PSUs to our executive officers in anticipation of the release of significant earnings announcements or other material non-public information likely to result in changes to the price of our Common Stock. Similarly, we do not time the release of material non-public information based on equity award grant dates. In the event material non-public information becomes known to the Committee prior to granting an equity award, the Committee will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. As required by Item 402(x) of Regulation S-K under the Exchange Act, during fiscal 2024, the Committee awarded stock options to our NEOs in the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q or the filing or furnishing of a current report on Form 8-K that disclosed material non-public information, and ending one business day after the filing or furnishing of such report (the “Designated Periods”). In this case, EPAM disclosed the new grant of PSUs on March 20, 2024. Pursuant to SEC Rules, we are providing the following information relating to stock options awarded to our NEOs in the Designated Periods occurring during fiscal year 2024:
Elements of Executive Compensation
| Cash Compensation | Long-Term Equity Compensation | | • Base salary | • Key Executive Performance Stock Program | | • Short-term cash incentive awards | • Restricted Stock Units | | | • Stock Options (ended in 2024) |
Cash Compensation Components
| • | Corporate financial performance measures and goals (and any deviation from them) |
Cash Compensation Components
| • | Individual annual cash incentive targets for each NEO |
Cash Compensation Components
| • | Actual annual cash incentive awards for each NEO |
Cash Compensation Components
| NEO | 2024 cash incentive minimum | 2024 cash incentive target | 2024 cash incentive maximum | 2024 cash incentive award — actual ($) | Payout as a percentage of target (%) | | Arkadiy Dobkin | $0 | $1,062,500 | $2,125,000 | $765,000 | 72% | | Jason Peterson | $0 | $600,000 | $1,200,000 | $432,000 | | | Balazs Fejes | $0 | $600,000 | $1,200,000 | $432,000 | | | Viktar Dvorkin | $0 | $450,000 | $900,000 | $324,000 | | | Larry Solomon | $0 | $450,000 | $900,000 | $324,000 | |
Long Term Equity Compensation Components
Long Term Equity Compensation Components Long-term equity compensation to our NEOs in 2024 consisted of Key Executive Performance Stock Program PSU awards, time-vested RSUs and stock options. Beginning in 2025, EPAM will grant long-term incentives awards to our NEOs using an equal mix of PSUs and time-vested RSUs. These long-term equity incentives provide our NEOs with a personal financial interest in EPAM’s success through stock ownership, aligning their interests with that of our stockholders. EPAM introduced PSUs into the long-term incentive mix in 2024 and in 2025, eliminated stock options as an equity compensation vehicle. The Committee believes this change strengthens our pay-for-performance philosophy. The equity vehicle mix for our CEO and other NEOs in 2024 and 2025, respectively, is summarized in the graphic below.
Long Term Equity Compensation Components
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Long Term Equity Compensation Components
Due to rules for how the grant date fair value of long-term incentive awards are calculated for GAAP purposes, the 2024 Summary Compensation Table and Grants of Plan-Based Awards Table do not reflect the long-term incentive mix summarized in the charts above. To determine the number of PSUs and RSUs awarded, the target dollar value of the grant was divided by a 30-day average closing stock price. To determine the number of stock options awarded, the target dollar value was divided by the Black-Scholes valuation of each stock option award.
Long Term Equity Compensation Components
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Key Executive Performance Stock Program
Key Executive Performance Stock Program In 2024 we launched the Key Executive Performance Stock Program to strengthen the link between executive pay and Company performance. Ultimate vesting of PSUs granted under this program is based on adjusted revenue growth, adjusted EPS, and relative TSR. The revenue and EPS portions are weighted 37.5% each, and relative TSR accounts for 25%. This approach recognizes that our financial performance more accurately reflects our progress toward our strategic goals. The revenue and EPS targets are one-year metrics set annually by the Committee due to the challenge in forecasting and setting long-term goals in a volatile information technology spending environment, and the relative TSR target is a three-year target set prior to the grant date. Except in limited termination scenarios, PSUs are also subject to the continued employment of each NEO through the applicable performance period. The number of PSUs that are actually earned and eligible to vest will be determined as a percentage of the target number, between 50% (subject to threshold performance) and 200% for maximum performance, based on our level of achievement of each performance measure. Since vesting of PSU grants under this program depends on our performance for these metrics over a three-year performance period, a meaningful proportion of our NEOs’ realizable total compensation is determined based on long-term company achievements.
Key Executive Performance Stock Program
| • | Revenue Growth Results: 37.5% of the PSUs will vest, if at all, at the end of the three-year performance period based on the achievement of adjusted revenue growth targets by EPAM during the performance period. |
Key Executive Performance Stock Program
| • | EPS Results: 37.5% of the PSUs will vest, if at all, at the end of the three-year performance period based on the achievement of adjusted EPS targets by EPAM during the performance period. |
Key Executive Performance Stock Program
| • | Relative TSR Results: 25% of the PSUs will vest, if at all, at the end of the three-year performance period based on EPAM’s total shareholder return as compared to the total shareholder return of the S&P 500 IT Index. In order to determine EPAM’s relative TSR, each company in the comparator group is ranked in order of its total shareholder return. |
Key Executive Performance Stock Program
For each fiscal year during the performance period, the Committee approves revenue growth and EPS goals for this program that it deems to be challenging and motivating. A payout percentage, based on performance against target, is certified by the Committee after the completion of each fiscal year. Relative TSR performance will be certified by the Committee at the conclusion of the 3-year performance period. The performance period for the 2024 grants began on January 1, 2024 and ends on December 31, 2026. Awards under the 2025 Key Executive Performance Stock Program have a performance period of January 1, 2025 through December 31, 2027. Performance measures for fiscal 2024 are shown in the table below.
Key Executive Performance Stock Program
| | 1-Year Measures | | | | 3-Year Measure | | | | Adjusted Revenue Growth | | Adjusted EPS | | Relative TSR | | | Performance Level (1) | Performance vs. Target | % of PSUs that Vest (out of 37.5%) | Performance vs. Target | % of PSUs that Vest (out of 37.5%) | EPAM % Rank | % of PSUs that Vest (out of 25%) | | Below Threshold | <0% | 0% | <$9.76 | 0% | Below 30th Percentile | 0% | | Threshold | 0% | 50% | $9.76 | 50% | 30th Percentile | 50% | | Target | 3.4% - 6.6% | 100% | $10.12 | 100% | 55th Percentile | 100% | | Maximum | 13.2% | 200% | $11.35 | 200% | 85th Percentile | 200% |
Key Executive Performance Stock Program
In February 2025, the Committee certified the results and payout percentages relating to the 2024 revenue and EPS components at 0% and 144%, respectively. The actual number of PSUs that are earned and vested will be determined following the completion of the performance period on December 31, 2026. Company performance over the remaining two years of the performance period will determine the number of PSUs earned, if any. Results will be certified in the first quarter of 2027.
Key Executive Performance Stock Program
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Time-Based Equity Awards
Time-Based Equity Awards We award time-based equity grants in the form of RSUs and until 2024, stock options. The Committee has determined and recommended to the Board that these equity wards align with our philosophy to retain and incentivize our NEOs and reward absolute long-term stock appreciation. These awards generally vest in equal annual installments over a four-year period. The service-based vesting and forfeiture provisions included in our awards provide an additional incentive to our leadership to act in furtherance of our long-term success and our stockholders’ interests, strongly linking pay with EPAM’s performance.
Other Broad-based Employee Benefits
| • | Group health insurance (including medical, dental, and vision), long- and short-term disability, group life, AD&D and paid time off. |
No Change in Control Arrangements
No Change in Control Arrangements We do not provide our NEOs with guaranteed bonus amounts, “golden parachutes,” multi-year severance packages or guarantees, accelerated vesting of stock awards or other payments triggered by a change in control (excluding equity awards which have “double-trigger” acceleration). We do not provide our executives any tax gross ups with respect to Section 280G, 409A, or 4999 of the Internal Revenue Code.
Post-Termination Compensation
Post-Termination Compensation Other than for Mr. Fejes, who receives a statutory notice period required by Swiss law, we do not have a formal severance plan or similar arrangement that provides our NEOs (or other employees) with cash severance, equity acceleration, or other payments in connection with a termination of his or her employment with EPAM (except due to death or disability or retirement, provided age and years of service conditions are met). Equity awards granted to our NEOs under our 2015 LTIP may accelerate in certain circumstances relating to termination of employment. See “Potential Payments on Termination and Change of Control” for details of post-termination equity acceleration.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of our NEOs for services rendered to us in all capacities for 2024, 2023, and 2022.
Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($) (1)(2)(3) | Option awards ($) (1) | Non-equity incentive plan compensation ($) (4) | All other compensation ($) (5) | Total ($) | | Arkadiy Dobkin President and Chief Executive Officer | 2024 | $850,000 | – | $5,866,069 | $1,550,095 | $765,000 | $15,478 | $9,046,642 | | | 2023 | $812,500 | – | $3,118,869 | $3,099,953 | $500,000 | $13,808 | $7,545,130 | | | 2022 | $775,000 | – | $2,166,810 | $2,500,047 | $1,000,000 | $11,400 | $6,453,257 | | Jason Peterson Senior Vice President, Chief Financial Officer and Treasurer | 2024 | $600,000 | – | $2,392,545 | $1,500,108 | $432,000 | $16,293 | $4,940,946 | | | 2023 | $525,000 | – | $4,527,159 | $1,499,977 | $282,000 | $14,488 | $6,848,624 | | | 2022 | $493,750 | – | $1,083,272 | $1,249,959 | $500,000 | $11,400 | $3,338,381 | | Balazs Fejes President of Global Business and Chief Revenue Officer | 2024 | $681,536 (6) | – | $2,392,545 | $1,500,108 | $432,000 (6) | – | $5,006,189 | | | 2023 | $587,197 (6) | – | $1,509,053 | $1,499,977 | $282,000 (6) | – | $3,878,227 | | | 2022 | $512,201 (6) | – | $1,083,272 | $1,249,959 | $500,000 (6) | – | $3,345,432 | | Viktar Dvorkin Senior Vice President, Engineering, Cloud and Platforms | 2024 | $475,000 | – | $1,594,712 | $1,000,072 | $324,000 | $13,800 | $3,407,584 | | | 2023 | $456,250 | – | $1,006,135 | $999,985 | $212,000 | $16,584 | $2,690,954 | | | 2022 | $437,500 | – | $736,764 | $849,982 | $400,000 | $11,400 | $2,435,646 | | Larry Solomon Senior Vice President and Chief People Officer | 2024 | $475,000 | – | $1,594,712 | $1,000,072 | $324,000 | $13,800 | $3,407,584 | | | 2023 | $456,250 | – | $1,006,135 | $999,985 | $212,000 | $15,178 | $2,689,548 | | | 2022 | $437,500 | – | $736,764 | $849,982 | $400,000 | $11,400 | $2,435,646 |
Summary Compensation Table
| (1) The amounts in these columns represent the aggregate grant date fair value of the performance stock unit, restricted stock unit and option awards granted to our named executive officers in 2024, 2023, and 2022, respectively, computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. We provide information regarding the assumptions used to calculate the value of these stock-based compensation awards in Note 15 to the audited consolidated financial statements included in our 2024 Annual Report. With respect to amounts included for the performance stock units under our Key Executive Performance Stock Program awards, the grant date fair value determined in accordance with Topic 718 is based on the probable outcome as of the grant date (which we have determined is the same as target for the portion of PSUs granted to the NEOs in 2024 and represented in this table), using historical total stockholder return performance, anticipated adjusted revenue growth, anticipated adjusted EPS, and assumes vesting at target. There can be no assurance that these awards will vest or will be exercised (in which case no value will be realized by the individual), or that the value upon vesting or exercise, as applicable, will approximate the aggregate grant date fair value. |
Summary Compensation Table
| (2) Assuming the achievement of either target or maximum performance as of the grant date, the aggregate grant date fair value of the Key Executive Performance Stock Program awards for 2024 (the Key Executive Performance Stock Program was launched in 2024 and did not exist in the 2023 or 2022 fiscal years) included in this column would be as follows: |
Summary Compensation Table
| Name | Key Executive Performance Stock Program | | | | | Year | Grant Date Fair Value at Target | Grant Date Fair Value at Maximum | | Arkadiy Dobkin | 2024 | $2,765,384 | $5,530,768 | | Jason Peterson | 2024 | $892,117 | $1,784,234 | | Balazs Fejes | 2024 | $892,117 | $1,784,234 | | Viktar Dvorkin | 2024 | $594,626 | $1,189,252 | | Larry Solomon | 2024 | $594,626 | $1,189,252 |
Summary Compensation Table
| (3) The amounts in this column include the grant date fair value of a portion of a grant of 32,293 PSUs made in March 2024 to our NEOs. As further described under the heading "Key Executive Performance Stock Program" in the Compensation Discussion and Analysis above, the remaining portion of those PSUs are not considered granted for accounting purposes because the future vesting conditions were not determined as of the date of grant and therefore grant date fair value cannot be determined in accordance with Topic 718. |
Summary Compensation Table
| (4) The amounts in this column represent cash payout amounts earned under our annual cash incentive program for each of the NEOs for 2024. For additional details regarding the annual cash incentives, see the disclosure under the heading “Cash Compensation Components” in the Compensation Discussion and Analysis above. |
Summary Compensation Table
| (5) The amounts in this column represent 401(k) plan matching contributions. |
Summary Compensation Table
| (6) Mr. Fejes’ cash compensation was paid in Swiss francs. For 2024, 2023, and 2022, the applicable exchange rates used were $1.12, $1.11, and $1.05, per Swiss franc, based on the average exchange rates from oanda.com. |
Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding grants of plan-based awards to our NEOs for the year endedDecember 31, 2024.
Grants of Plan-Based Awards
| Name | Grant date | Award approval date (1) | Estimated payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards (2) | | | All other stock awards: Number of shares of stock or units (#) (3) | All other option awards: Number of securities underlying options (#) (4) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards (5) | | | | | Thres- hold ($) | Target ($) | Maximum ($) | Thres-hold (#) | Target (#) | Maximum (#) | | | | | | Arkadiy Dobkin | 2/20/2024 | 2/20/2024 | – | $1,062,500 | $2,125,000 | | | | | | | | | | 3/15/2024 | 2/20/2024 | | | | | | | | 9,365 | $298.89 | $1,550,095 | | | 3/15/2024 | 2/20/2024 | | | | | | | 10,374 | | | $3,100,685 | | | 3/15/2024 | 2/20/2024 | | | | 7,781 | 15,561 | 31,122 | | | | $2,765,384 | | Jason Peterson | 2/20/2024 | 2/20/2024 | – | $600,000 | $1,200,000 | | | | | | | | | | 3/15/2024 | 2/20/2024 | | | | | | | | 9,063 | $298.89 | $1,500,108 | | | 3/15/2024 | 2/20/2024 | | | | | | | 5,020 | | | $1,500,428 | | | 3/15/2024 | 2/20/2024 | | | | 2,510 | 5,020 | 10,040 | | | | $892,117 | | Balazs Fejes | 2/20/2024 | 2/20/2024 | – | $600,000 | $1,200,000 | | | | | | | | | | 3/15/2024 | 2/20/2024 | | | | | | | | 9,063 | $298.89 | $1,500,108 | | | 3/15/2024 | 2/20/2024 | | | | | | | 5,020 | | | $1,500,428 | | | 3/15/2024 | 2/20/2024 | | | | 2,510 | 5,020 | 10,040 | | | | $892,117 | | Viktar Dvorkin | 2/20/2024 | 2/20/2024 | – | $450,000 | $900,000 | | | | | | | | | | 3/15/2024 | 2/20/2024 | | | | | | | | 6,042 | $298.89 | $1,000,072 | | | 3/15/2024 | 2/20/2024 | | | | | | | 3,346 | | | $1,000,086 | | | 3/15/2024 | 2/20/2024 | | | | 1,673 | 3,346 | 6,692 | | | | $594,626 | | Larry Solomon | 2/20/2024 | 2/20/2024 | – | $450,000 | $900,000 | | | | | | | | | | 3/15/2024 | 2/20/2024 | | | | | | | | 6,042 | $298.89 | $1,000,072 | | | 3/15/2024 | 2/20/2024 | | | | | | | 3,346 | | | $1,000,086 | | | 3/15/2024 | 2/20/2024 | | | | 1,673 | 3,346 | 3,346 | | | | $594,626 |
Grants of Plan-Based Awards
| (1) On February 20, 2024, the Compensation Committee approved non-equity incentive plan award targets and recommended grants of stock options, performance stock units, and restricted stock units to our named executive officers which our Board of Directors then approved. |
Grants of Plan-Based Awards
| (2) Reflects performance stock unit grants made pursuant to the Key Executive Performance Stock Program, the terms of which are summarized in the Compensation Discussion and Analysis above. |
Grants of Plan-Based Awards
| (3) These restricted stock units are scheduled to vest as to 25% of the shares on each of March 15, 2025, 2026, 2027, and 2028. |
Grants of Plan-Based Awards
| (4) Each stock option will become exercisable as to 25% of the shares on each of March 15, 2025, 2026, 2027, and 2028. |
Grants of Plan-Based Awards
| (5) The amounts in this column represent the aggregate grant date fair value of the performance stock units, restricted stock units and option awards granted to our named executive officers in 2024, computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. We provide information regarding the assumptions used to calculate the value of these stock-based compensation awards in Note 15 to the audited consolidated financial statements included in our 2024 Annual Report and in Footnotes 1 through 3 to the Summary Compensation Table. There can be no assurance that these awards will vest or will be exercised (in which case no value will be realized by the individual), or that the value upon vesting or exercise, as applicable, will approximate the aggregate grant date fair value. |
Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding the holdings of stock options and stock awards that remained outstanding as of December 31, 2024 for each of our NEOs.
Outstanding Equity Awards at Fiscal Year-End
| Name (a) | Option awards | | | | Stock awards | | | | Number of securities underlying unexercised options (#) exercisable (b) | Number of securities underlying unexercised options (#) unexercisable (c) | Option exercise price ($) (d) | Option expiration date (e) | Number of shares or units of stock that have not vested (#) (f) | Market value of shares or units of stock that have not vested (#) (1) (g) | | Arkadiy Dobkin | 50,000 | | $61.38 | 3/23/2025 | | | | | 41,026 | | $70.52 | 3/25/2026 | | | | | 39,594 | | $73.27 | 3/24/2027 | | | | | 28,830 | | $112.62 | 3/23/2028 | | | | | 22,733 | | $169.13 | 3/29/2029 | | | | | 25,289 (2) | | $175.22 | 3/27/2030 | | | | | 10,611 (3) | 3,536 (3) | $387.74 | 3/26/2031 | | | | | 9,645 (4) | 9,644 (4) | $266.75 | 3/25/2032 | | | | | 4,922 (5) | 14,763 (5) | $299.00 | 3/31/2033 | | | | | | 9,365 (6) | $298.89 | 3/15/2034 | | | | | | | | | 23,600 (7) | $5,518,152 | | | | | | | 15,561 (8) | $3,638,473 | | Jason Peterson | 1,088 | | $169.13 | 3/29/2029 | | | | | 9,726 (2) | | $175.22 | 3/27/2030 | | | | | 4,775 (3) | 1,591 (3) | $387.74 | 3/26/2031 | | | | | 4,822 (4) | 4,822 (4) | $266.75 | 3/25/2032 | | | | | 2,382 (5) | 7,143 (5) | $299.00 | 3/31/2033 | | | | | | 9,063 (6) | $298.89 | 3/15/2034 | | | | | | | | | 18,168 (7) | $4,248,042 | | | | | | | 5,020 (8) | $1,173,776 | | Balazs Fejes | 9,093 (2) | | $169.13 | 3/29/2029 | | | | | 9,726 (2) | | $175.22 | 3/27/2030 | | | | | 5,040 (3) | 1,680 (3) | $387.74 | 3/26/2031 | | | | | 4,822 (4) | 4,822 (4) | $266.75 | 3/25/2032 | | | | | 2,382 (5) | 7,143 (5) | $299.00 | 3/31/2033 | | | | | | 9,063 (6) | $298.89 | 3/15/2034 | | | | | | | | | 11,472 (7) | $2,682,383 | | | | | | | 5,020 (8) | $1,173,776 |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| Name (a) | Option awards | | | | Stock awards | | | | Number of securities underlying unexercised options (#) exercisable (b) | Number of securities underlying unexercised options (#) unexercisable (c) | Option exercise price ($) (d) | Option expiration date (e) | Number of shares or units of stock that have not vested (#) (f) | Market value of shares or units of stock that have not vested (#) (1) (g) | | Viktar Dvorkin | 12,868 | | $73.27 | 3/24/2027 | | | | | 8,649 | | $112.62 | 3/23/2028 | | | | | 6,721 | | $169.13 | 3/29/2029 | | | | | 5,544 (2) | | $175.22 | 3/27/2030 | | | | | 3,499 (3) | 1,149 (3) | $387.74 | 3/26/2031 | | | | | 3,280 (4) | 3,278 (4) | $266.75 | 3/25/2032 | | | | | 1,588 (5) | 4,762 (5) | $299.00 | 3/31/2033 | | | | | | 6,042 (6) | $298.89 | 3/15/2034 | | | | | | | | | 7,685 (7) | $1,796,907 | | | | | | | 3,346 (8) | $782,362 | | Larry Solomon | 3,299 | | $112.62 | 3/23/2028 | | | | | 6,721 | | $169.13 | 3/29/2029 | | | | | 7,392 (2) | | $175.22 | 3/27/2030 | | | | | 3,499 (3) | 1,149 (3) | $387.74 | 3/26/2031 | | | | | 3,280 (4) | 3,278 (4) | $266.75 | 3/25/2032 | | | | | 1,588 (5) | 4,762 (5) | $299.00 | 3/31/2033 | | | | | | 6,042 (6) | $298.89 | 3/15/2034 | | | | | | | | | 7,685 (7) | $1,796,907 | | | | | | | 3,346 (8) | $782,362 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The closing market price of our Common Stock on the NYSE on December 31, 2024, the last trading day of 2024, was $233.82. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The option became exercisable as to 25% of the total grant on each of March 27, 2021, 2022, 2023 and 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The option became exercisable as to 25% of the total grant on each of March 15, 2022, 2023 and 2024 and will become exercisable as to 25% of the total grant on March 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The option became exercisable as to 25% of the total grant on each of March 15, 2023, 2024 and will become exercisable as to 25% of the total grant on March 15, 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The option became exercisable as to 25% of the total grant on March 15, 2024, and will become exercisable as to 25% of the total grant on March 15, 2025, 2026 and 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The option becomes exercisable as to 25% of the total grant on each of March 15, 2025, 2026, 2027, and 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Represents restricted stock units awarded in 2021 that are scheduled to vest as to 25% of the shares on March 15, 2025; restricted stock units awarded in 2022 that are scheduled to vest as to 25% of the shares on each of March 15, 2025 and 2026; restricted stock units awarded in 2023 that are scheduled to vest as to 25% of the shares on each of March 15, 2025, 2026, and 2027; restricted stock units awarded in 2024 that are scheduled to vest as to 25% of the shares on each of March 15, 2025, 2026, 2027, and 2028; and in the case of Mr. Peterson, 6,729 restricted stock units that are scheduled to vest as to one-third of the shares on each of March 15 2025, and 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Results for the PSUs granted in 2024 under the Key Executive Performance Stock Program cannot be determined at this time and so the amounts reflected in the column with respect to those programs are the target amounts. The selection of target amounts in this Outstanding Equity Award at Fiscal Year-End table does not indicate the expected achievement of any particular performance level as of the date of this Proxy Statement. The PSUs granted in 2024 under the Key Executive Performance Stock Program will vest, if at all, based on the Company’s achievement of the specified performance criteria for the period beginning January 1, 2024 and ending on December 31, 2026, as determined by the Compensation Committee following the fiscal year ending December 31, 2026. The terms of the Key Executive Performance Stock Program are summarized above in the Compensation Discussion and Analysis. |
Outstanding Equity Awards at Fiscal Year-End
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Options Exercised & Stock Vested
Options Exercised & Stock Vested The following table sets forth information regarding the exercise of stock options and shares acquired upon vesting of stock awards by our NEOs during the year ended December 31, 2024.
Options Exercised & Stock Vested
| Name | Option awards | | Stock awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($) (1) | Number of shares acquired on vesting (#) (2) | Value realized on vesting ($) (3) | | Arkadiy Dobkin | 80,000 | $21,658,550 | 7,943 | $2,334,298 | | Jason Peterson | 2,000 | $281,760 | 7,000 | $2,090,165 | | Balazs Fejes | – | – | 3,668 | $1,083,101 | | Viktar Dvorkin | 12,000 | $2,264,520 | 2,542 | $748,904 | | Larry Solomon | 5,350 | $1,016,500 | 2,542 | $748,904 |
Options Exercised & Stock Vested
| (1) Calculated based on the closing market price of EPAM Common Stock on the trading day prior to the exercise date minus the exercise price. |
Options Exercised & Stock Vested
| (2) Represents gross number of shares acquired on vesting. EPAM’s practice is to withhold shares to satisfy the tax withholding requirement arising from the vesting of restricted stock units. |
Options Exercised & Stock Vested
| (3) Calculated based on the closing market price of EPAM Common Stock on the trading day prior to the vest date. |
Potential Payments on Termination and Change of Control
Potential Payments on Termination and Change of Control As discussed above, in 2024 we did not have a formal severance plan or similar arrangement that provides our NEOs (or other employees) with cash severance, equity acceleration, or other payments in connection with a termination of his or her employment with EPAM (except due to death or disability or retirement, provided age and years of service conditions are met) or a change of control of EPAM. In addition, EPAM does not provide excise tax gross-ups to any of our NEOs, and the 2015 Plan and the proposed 2025 Long Term Incentive Plan expressly prohibits providing such gross-ups.
Pay Ratio
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:
Pay Ratio
| • | the median of the annual total compensation of all our employees (other than our Chief Executive Officer) was $41,273; |
Pay Ratio
| • | the annual total compensation of Chief Executive Officer was $9,046,642; and |
Pay Ratio
| • | the ratio of these two amounts was 219 to 1. |
Pay Ratio
We believe our pay ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, estimates and assumptions, our pay ratio may not be comparable with the pay ratios reported by other companies. As permitted by the Pay Ratio Rule, we have used the same median employee identified in our 2023 Pay Ratio Disclosure section of our definitive proxy statement for our 2024 Annual Meeting (the “2023 Pay Ratio Disclosure”) because during 2024 there was no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to or otherwise significantly impact our pay ratio disclosure. For a full description of the methodology we used to identify our “median employee” and determine the annual total compensation for such median employee, please see our 2023 Pay Ratio Disclosure; however, the information therein is not incorporated by reference into this Proxy Statement.
Pay Ratio
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Pay Ratio
Pay Versus Performance We structure our compensation using a mix of short-term compensation, in the form of base salaries and annual cash incentive payments, and long-term compensation, in the form of equity-based awards, to meet our NEO compensation objectives of:
Pay Ratio
| • | Attracting, motivating, developing, and retaining quality executives who will increase long-term stockholder value. |
Pay Ratio
| • | Rewarding exceptional performance and long-term commitment to EPAM. |
Pay Ratio
| • | Grant performance-based equity awards to align executive interests with long-term interests of EPAM stockholders. |
Pay Ratio
Our Compensation Discussion and Analysis provides more information on our approach and methodology for making executive compensation decisions. As noted in the Compensation Discussion and Analysis, our compensation decisions are made using the value of equity-based awards measured as of the date the equity award was granted, which differs from the values in the table below which are calculated according to prescribed SEC rules. Particularly, the amounts listed in the tables and graphs below labeled as “Compensation Actually Paid” does not represent the value of cash and equity awards that we paid to our NEOs during any year, but rather is an amount calculated under SEC rules and includes, among other things, adjustments to values of unvested and vested equity awards based on year-end stock prices and various accounting valuation assumptions.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year (a) | Summary Compensation Table Total for PEO (1) (b) | Compensation Actually Paid to PEO (2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (3) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) (6) (h) | Annual Revenue Growth (7) (i) | | | | | | | Total Shareholder Return (4) (f) | Peer Group Total Shareholder Return (5) (g) | | | | 2024 | $9,046,642 | $2,256,961 | $4,190,576 | $1,339,977 | $110.21 | $299.72 | $454,533 | 0.8% | | 2023 | $7,545,130 | $5,251,802 | $4,026,838 | $4,783,721 | $140.15 | $219.40 | $417,083 | (2.8%) | | 2022 | $6,453,257 | ($13,933,984) | $2,888,776 | ($4,103,371) | $154.48 | $139.00 | $419,416 | 28.4% | | 2021 | $5,930,172 | $26,698,904 | $2,618,780 | $9,947,826 | $315.07 | $193.58 | $481,652 | 41.3% | | 2020 | $4,704,626 | $15,462,041 | $1,875,283 | $5,775,470 | $168.91 | $143.89 | $327,160 | 24.5% |
Pay Versus Performance Table
| (1) The value associated with the acceleration of outstanding stock options is based on the closing market price of a share of our Common Stock as of December 31, 2024 ($233.82), the last trading day of 2024, minus the applicable exercise price. |
Pay Versus Performance Table
| (2) The value associated with the acceleration of eligible unvested restricted stock units is based on the closing market price of a share of our Common Stock as of December 31, 2024 ($233.82), the last trading day of 2024. |
Pay Versus Performance Table
| | Year | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 | | SCT Total Compensation | $4,704,626 | $5,930,172 | $6,453,257 | $7,545,130 | $9,046,642 | | Subtract equity award values in SCT | ($3,250,908) | ($4,000,024) | ($4,666,857) | ($6,218,822) | ($7,416,164) | | Add year-end value of unvested equity awards granted in the year | $8,210,331 | $8,830,693 | $6,369,771 | $6,281,375 | $4,178,183 | | Change in value of unvested equity awards granted in prior years | $7,457,887 | $15,195,140 | ($11,264,101) | ($1,188,374) | ($3,069,716) | | Change in value of equity awards granted in prior years which vested in the year | ($1,659,895) | $742,923 | ($10,826,054) | ($1,167,507) | ($481,984) | | Total | $15,462,041 | $26,698,904 | ($13,933,984) | $5,251,802 | $2,256,961 |
Pay Versus Performance Table
Stock option grant date fair values included in SCT Total Compensation are estimated using the Black-Scholes option valuation model as of grant date. For the purposes of calculating Compensation Actually Paid, we estimated the stock option fair values using the Black-Scholes option valuation model as of each applicable measurement date using the stock price as of the measurement date and updated assumptions (i.e., expected
Pay Versus Performance Table
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Pay Versus Performance Table
term, expected volatility, expected dividends, risk-free interest rate) as of the measurement date. Restricted stock unit grant date fair values are calculated as set forth in the footnotes to the Summary Compensation Table. For performance-based awards, fair values were calculated based on the probable outcome of the performance conditions as of the relevant valuation date. With respect to the portion of performance stock unit awards for which performance achievements had not yet been established, we have assumed target performance. For the purposes of calculating Compensation Actually Paid, adjustments were made using the stock price as of the last trading day of each applicable year and as of each applicable measurement date.
Pay Versus Performance Table
| (3) Column (e) reflects the average Compensation Actually Paid to our four NEOs that are not our CEO in each of 2024, 2023, 2022, 2021 and 2020, calculated as set forth in the table below and in accordance with SEC rules. No dividends or other earnings were paid on stock or option awards in any of the covered fiscal years and no equity awards were cancelled due to a failure to meet vesting conditions. The dollar amounts reflected in column (e) of the table above do not reflect the actual amount of compensation earned by or paid to our NEOs during any of the applicable years. For information regarding the decisions made by our Compensation Committee about our NEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis section of this Proxy Statement and the proxy statements for each of the fiscal years covered in the table above. |
Pay Versus Performance Table
| | Year | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 | | SCT Total Compensation | $1,875,283 | $2,618,780 | $2,888,776 | $4,026,838 | $4,190,576 | | Subtract equity award values in SCT | ($1,099,974) | ($1,575,157) | ($1,959,989) | ($1,631,051) | ($3,243,718) | | Add year-end value of unvested equity awards granted in the year | $2,778,712 | $3,477,363 | $2,675,178 | $3,283,130 | $1,917,026 | | Change in value of unvested equity awards granted in prior years | $2,647,489 | $5,085,424 | ($4,009,358) | ($467,560) | ($1,354,543) | | Change in value of equity awards granted in prior years which vested in the year | ($426,040) | $341,416 | ($3,697,978) | ($427,636) | ($169,363) | | Total | $5,775,470 | $9,947,826 | ($4,103,371) | $4,783,721 | $1,339,977 |
Pay Versus Performance Table
Stock option fair values and time-vested restricted stock unit fair values as of the applicable measurement date were calculated as set forth in footnote 2.
Pay Versus Performance Table
| (4) Column (f) represents EPAM’s cumulative total shareholder return (EPAM TSR). |
Pay Versus Performance Table
| (5) Column (g) represents the cumulative TSR of the S&P 500 Information Technology Index (“S&P 500 IT Index”) for the years ending December 31, 2024, 2023, 2022, 2021 and 2020. |
Pay Versus Performance Table
| (6) Reflects “Net Income” in our Consolidated Statements of Income included in our Annual Report on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. |
Pay Versus Performance Table
| (7) The table below lists, in our assessment, the most important financial performance measures we use to link compensation of our NEOs for each year in the table above to EPAM’s performance. The following tabular list represents all of the financial and non-financial measures used to link compensation to performance. |
Pay Versus Performance Table
| Measure | Explanation | | Annual Revenue Growth | Company-Selected Measure and a financial measure of revenue growth generated from year-to-year as a percentage increase over the immediately preceding year | | Adjusted Income from Operations* | A non-GAAP financial measure that consists of income from operations that is then adjusted to eliminate the effect of certain expenses, costs, and impairments and is used to illustrate underlying trends in our business, establish budgets and operational goals, communicate internally and externally, and for managing our business and evaluating our performance | | Adjusted Revenue Growth | Annual Revenue Growth as adjusted to exclude revenues from acquisitions and dispositions not included in the annual operating plan approved by the Board and applying foreign currency exchange rates utilized in the development of the approved annual operating plan | | Adjusted Diluted Earnings Per Share* | A non-GAAP financial measure that consists of GAAP earnings per share that is then adjusted to exclude the effect of certain expenses, costs, and impairments and is used in evaluating our performance | | Relative TSR | The TSR of the Company as compared to the TSR of the companies included in the S&P 500 IT Index, as determined on the grant date and stated as a percentile |
Pay Versus Performance Table
| * Refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Measures” for additional information. |
Pay Versus Performance Table
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Pay Versus Performance Table
Below are graphs showing the relationship of Compensation Actually Paid to our CEO and average Compensation Actually Paid to our NEOs that are not the CEO in 2020, 2021, 2022, 2023 and 2024 to the EPAM TSR, S&P 500 IT Index TSR, EPAM’s net income, and EPAM’s annual revenue growth.
Pay Versus Performance Table
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Pay Versus Performance Table
Independent Registered Public Accounting Firm The Audit Committee, which is composed entirely of independent directors, has selected Deloitte & Touche LLP, independent registered public accounting firm, to audit our financial statements for the year ending December 31, 2025. Deloitte & Touche LLP has served as our independent registered public accounting firm since 2006. Representatives from Deloitte & Touche LLP will attend the Annual Meeting to respond to any appropriate questions and will have the opportunity to make a statement, if they so desire.
Directors
Directors Upon recommendation of the Nominating and Corporate Governance Committee, the Board has nominated each of Richard Michael Mayoras, Karl Robb, and Helen Shan for election as Class I directors at the Annual Meeting. Each of these directors will hold office until the annual meeting of stockholders in 2028, or until their respective successors have been elected and qualified, subject to their earlier resignation, death, or removal. The director nominees have consented to being named in this Proxy Statement as nominees for election as director and have agreed to serve as directors if elected. Please see the discussion under “Board of Directors” in this Proxy Statement for information concerning each of our nominees for director.