DEF 14A

Audit Committee

The primary responsibilities of our Audit Committee include:

◾ appoint, compensate, retain and oversee our independent auditors;

◾ pre-approve the independent auditors’ audit and non-audit services rendered, and recognize and prevent prohibited non-audit services;

◾ review the proposed scope and results of the audit;

◾ review, in conjunction with the Chief Executive Officer and Chief Financial Officer of our Company, disclosure controls and procedures and internal control over financial reporting with the independent auditors and our financial and accounting staff;

◾ establish procedures for complaints received by us regarding accounting, internal control over financial reporting, or auditing matters;

Committee Members:

Helen Shan (Chair)

Eugene Roman

Ronald P. Vargo

Number of Meetings

in 2021: 8

◾ oversee internal audit functions; and

◾ prepare the report of the Audit Committee that SEC rules require to be included in our annual proxy statement.

The Audit Committee currently consists exclusively of directors who are financially literate, and each of the members of the Audit Committee is considered an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K. The Board has determined that each of the current members of the Audit Committee is an “independent director” within the meaning of the applicable NYSE rules and as defined by Rule 10A-3 of the Exchange Act.

DEF 14A 1 d297017ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

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☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

EPAM Systems, Inc.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:

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	(4)	Date Filed:

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<epam> 2022 Proxy Statement

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<epam> Letter from the Chief Executive Officer and Chairman of the Board

To Our Fellow Stockholders:

On behalf of our Board of Directors, we are pleased to invite you to attend the EPAM Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 2, 2022 at 10:00 am ET. Details for attending the Annual Meeting in person or via live audio webcast are in the Notice of 2022 Annual Meeting of Stockholders following this letter.

By all measurements, EPAM’s performance in 2021 was one of our strongest years as a public company. I am pleased to take this opportunity to share a few highlights with our stockholders:

◾

Financially, we delivered a set of very strong results, including revenue growth of 41% reported (37% organic growth), GAAP diluted earnings per share (EPS) growth of 46%, non-GAAP EPS* growth of 43%, and finished the year with a strong balance sheet, with over $1.4 billion in cash and cash equivalents.

◾

We further diversified our global capabilities, talent footprint and solutions portfolio – making several strategic acquisitions, including PolSource, White-Hat Ltd., Just-BI, CORE SE, S4N, Emakina Group and Optiva Media.

◾

When we look at the engine of our organization, our people, we welcomed more than 17,600 employees across more than 40 countries.

◾

EPAM now counts some of the world’s largest companies, including 67 of our top 100 customers, which are among the Fortune 500 or Forbes Global 2000; and we are serving these customers from more than 40 countries and more than 100 locations around the world.

Consistent with our strong performance, we recognize our responsibility to grow our business sustainably. We made significant progress along our sustainability journey in 2021, further developing our ESG program which is focused on our core pillars of operating ethically, protecting the environment, and supporting our global and local communities. We continue to use our core competencies of innovation, digital transformation, and learning and development to create meaningful impact for our customers, for our employees, and for the communities in which we operate.

Lastly, while much of this proxy statement relates to our 2021 performance, I must acknowledge the current events that are taking place in Ukraine. Since the beginning of the conflict, our highest priorities have been the continuity of service for those customers impacted by circumstances in the region, and the care and safety of our more than 14,000 employees in Ukraine. To help our Ukrainian employees and their families, EPAM has established a $100 million humanitarian commitment, in addition to our previously established relief programs, donations, and the work of EPAM volunteers on the ground.

As in previous economic and geopolitical events, our intention is to stay close to our people as we safeguard our operations and financial position. I am confident we will manage our way through this disruption, and as we have done in the past, emerge a stronger and more resilient EPAM.

Thank you for your ongoing support of EPAM. We look forward to seeing you at this year’s annual meeting.

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A Dobkin

Arkadiy Dobkin

President, Chief Executive Officer and Chairman of the Board

April 22, 2022

*	Non-GAAP EPS is a non-GAAP financial measure. Refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Measures” for additional information.

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<epam>

41 UNIVERSITY DRIVE, SUITE 202 ∎ NEWTOWN, PENNSYLVANIA 18940

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<epam>

Notice of 2022 Annual Meeting of Stockholders


Time and Date		10:00 a.m. EDT June 2, 2022

Place		In-person: 41 University Drive, Newtown, Pennsylvania 18940, USA Virtual: Live audio webcast of the Annual Meeting will be available at https://www.proxydocs.com/EPAM

Access		In order to attend the Annual Meeting virtually, you must register in advance at www.proxydocs.com/EPAM. Upon completing your registration, you will receive further instructions via email, including unique links that will allow you access to the Annual Meeting and to vote and submit questions during the meeting

Record Date		The record date for the determination of the stockholders entitled to vote at the Annual Meeting (“Record Date”), or any adjournments or postponements thereof, was the close of business on April 11, 2022.

Additional Information		Additional information regarding the matters to be acted on at the Annual Meeting is included in the accompanying proxy statement.



Proxy Voting	PLEASE SUBMIT YOUR PROXY THROUGH THE INTERNET OR MARK, SIGN, DATE AND RETURN YOUR PROXY CARD.
		Board Recommended Vote
Items of Business	1. To elect three Class I directors to hold office for a three-year term or until their successors are elected and qualified.	FOR
	2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022.	FOR
	3. To approve, on an advisory and non-binding basis, the compensation for our named executive officers as disclosed in this Proxy Statement.	FOR
	4. To approve the 2022 Amended and Restated EPAM Systems, Inc. Non-Employee Directors Compensation Plan.	FOR
	5. To transact such other business as may property come before the Annual Meeting.	N/A

By Order of the Board of Directors of

EPAM Systems, Inc.:

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Edward Rockwell

Edward Rockwell

Senior Vice President, General Counsel and Corporate Secretary

April 22, 2022

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 2, 2022. The Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2021 are available at https://www.proxydocs.com/EPAM.

Table of Contents


General Information			1
Notice of Internet Availability of Proxy Materials			1

Board of Directors			2
Director Selection Process			2
Stockholder Recommendations and Nominations of Director Candidates			2
Board Composition			3

Corporate Governance			9
Board Leadership Structure			9
Director Independence			10
Risk Oversight and Succession Planning			10
Board Meetings			11
Communications to the Board			11
Code of Ethical Conduct and Corporate Governance Guidelines			11
Environmental, Social, and Governance Commitment			12
Committees of the Board			13

Our Executive Officers			15

Security Ownership of Certain Beneficial Owners and Management			18

Certain Relationships and Related Transactions			20

Report of the Audit Committee			21

Compensation of Directors			22

Executive Compensation			24
Compensation Committee Interlocks and Insider Participation			24
Compensation Committee Report			24
Compensation Discussion and Analysis			24
Overview			24
Compensation Philosophy and Objectives			26
Compensation-Setting Process			28
Elements of Compensation			30
Other Employment Arrangements			32
Compensation Risk Assessment			32
Tax Deductibility			33
Stock Ownership Guidelines, Prohibition on Hedging or Pledging EPAM Stock, and Clawback Policy			33
Summary Compensation Table			34
Grants of Plan-Based Awards			35
Outstanding Equity Awards at Fiscal Year-End			36
Options Exercised and Stock Vested			37
Potential Payments on Termination and Change of Control			37

2021 Pay Ratio Disclosure			39

Independent Registered Public Accounting Firm			40

Proposal 1: Election of Directors			41

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			42

Proposal 3: Annual Advisory Vote to Approve Executive Compensation			43

Proposal 4: Approval of the 2022 Amended and Restated EPAM Systems, Inc. Non-Employee Directors Compensation Plan			44

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Householding			48

Questions and Answers About the 2022 Annual Meeting and Voting Your Shares			49

Stockholder Proposals for the 2023 Annual Meeting			55

Other Matters			56

Appendix A: Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Measures			A-1

Appendix B: 2022 Amended and Restated EPAM Systems, Inc. Non-Employee Directors Compensation Plan			B-1

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General Information

The Board of Directors (the “Board”) of EPAM Systems, Inc., a Delaware corporation (“we” or “EPAM”), is soliciting proxies to be used at the annual meeting of stockholders of EPAM to be held at our principal executive offices, located at 41 University Drive, Newtown, Pennsylvania 18940 on Thursday, June 2, 2022, at 10:00 a.m. EDT and at the same time through a live audio webcast available via https://www.proxydocs.com/EPAM and any postponement, adjournment or continuation thereof (the “Annual Meeting”). Depending on public health developments relating to the COVID-19 pandemic, if we need to change to an entirely virtual format for the Annual Meeting, we will make a public announcement by press release and with a filing with the Securities and Exchange Commission (the “SEC”) as soon as practicable prior to the Annual Meeting. Any such determination and the related changes will be made and communicated in accordance with SEC rules and requirements. EPAM is required to comply with any public health and legal restrictions that are imposed under applicable local laws as a consequence of COVID-19 and that affect the Annual Meeting.

This Proxy Statement and the accompanying notice and form of proxy are first being distributed to stockholders on or about April 22, 2022. The Board is requesting that you permit your common stock to be represented at the Annual Meeting by the persons named as proxies for the Annual Meeting.

The proxy solicitation materials, including the Notice of 2022 Annual Meeting of Stockholders, this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2021, which includes our audited consolidated financial statements for the year ended December 31, 2021 (the “2021 Annual Report”) and the proxy card or voting instruction card (collectively, the “Proxy Materials”), are being furnished to the holders of our common stock, par value $.001 per share (the “Common Stock”), in connection with the solicitation of proxies by the Board for use in voting at the Annual Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

Throughout this Proxy Statement you will find links to our website. The information on our website is not incorporated by reference into this Proxy Statement or into our 2021 Annual Report. The Proxy Materials are available at https://www.proxydocs.com/EPAM on or about April 22, 2022 to all stockholders entitled to vote at the Annual Meeting.

Notice of Internet Availability of Proxy Materials

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are making the Proxy Materials available to our stockholders primarily electronically via the Internet rather than mailing printed copies of these materials to each stockholder. We believe that this process expedites stockholders’ receipt of the Proxy Materials, lowers the costs incurred by EPAM for the Annual Meeting and helps to conserve natural resources.

On or about April 22, 2022, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) in the form of a mailing titled “Important Notice Regarding the Availability of Proxy Materials.” The Notice contains instructions on how to access the Proxy Materials, and how to vote on the Internet.

If you received the Notice by mail, you will not receive a printed copy of the Proxy Materials unless you request a printed copy, currently or on an ongoing basis. If you received a Notice by mail and would like to receive a paper or email copy of the Proxy Materials, follow the instructions on the Notice. Stockholders who requested paper copies of the Proxy Materials or previously elected electronic receipt did not receive a Notice and will receive the Proxy Materials in the format requested.

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2022 Proxy Statement 1

Board of Directors

Our certificate of incorporation and bylaws provide that the Board will consist of no fewer than three and no more than nine persons and that the exact number of members of the Board will be determined from time to time by resolution of a majority of our entire Board. The Board currently consists of eight members.

The Board is divided into three classes, with each director serving a three-year term and one class being elected at each annual meeting of stockholders.

Director Selection Process

The Nominating and Corporate Governance Committee recommends to the Board the directors to stand as nominees for election at the annual meeting of stockholders and makes recommendations to the Board for appointment of a director to fill any vacancy. The Nominating and Corporate Governance Committee evaluates the composition of the Board and its committees at each regular meeting, and considers the individual and aggregate characteristics, professional backgrounds, and areas of expertise with the goal of a well-balanced and effective Board. All of our directors and director candidates must possess integrity and high ethical standards, excellent business judgment, and be willing to commit appropriate time and effort to service on the Board. The Nominating and Corporate Governance Committee reviews feedback from the most recent Board and committee evaluations in assessing the makeup of the Board, its committees, and its and their future needs.

The Nominating and Corporate Governance Committee assesses the appropriate size of the Board from time to time and considers new director candidates for potential expansion of the Board or to fill any vacancies. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms engaged by the committee, stockholders, members of management, or others. The committee reviews recommendations, evaluates biographical information and considers background checks and material relating to potential candidates and, as appropriate, interviews selected candidates. A candidate may meet with our management as appropriate. These candidates may be evaluated at meetings of the committee and may be considered at any point during the year.

At this time, neither the Board nor the Nominating and Corporate Governance Committee has established any minimum qualifications or skills for directors, however the Nominating and Corporate Governance Committee will apply the criteria set forth in our Corporate Governance Guidelines and consider a nominee’s judgment, diversity, personal integrity, skills, conflicts of interest, knowledge of our business and industry, experience in various geographies, and background and experience in light of the Board’s challenges, risk oversight strategy, and the needs of the Board and its committees. The Nominating and Corporate Governance Committee also considers the independence, financial literacy and financial expertise standards as required under our Corporate Governance Guidelines, committee charters and applicable laws and regulations, and the ability of the candidate, in light of the candidate’s present activities and our Corporate Governance Guidelines, to devote the necessary time and attention to serving as a director and a committee member. The committee does not assign specific weights to particular criteria and no particular criteria is a prerequisite for, or necessarily applicable to, any prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. While we take into account diversity of background and experience, we do not have a formal policy that requires nominees to meet specific criteria.

Upon recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the three director nominees identified below for election as Class I directors at the Annual Meeting. These directors will hold office until the annual meeting of stockholders in 2025, or until their respective successors have been elected and qualified. The director nominees set forth below have consented to being named in this Proxy Statement as nominees for election as director and have agreed to serve as directors if elected. Stockholders are not entitled to cumulate votes in the election of directors and may not vote for a greater number of persons than the number of nominees named.

Stockholder Recommendations and Nominations of Director Candidates

The Nominating and Corporate Governance Committee utilizes a variety of methods to identify and evaluate director nominees, including nominees recommended by stockholders. Our bylaws permit stockholders to nominate directors for consideration at our annual stockholder meeting. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to the Nominating and Corporate Governance

2 2022 Proxy Statement

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Board of Directors

Committee. The committee’s policy is to consider properly submitted stockholder nominations. In evaluating all director nominations, the committee seeks to balance an individual’s knowledge, experience, capabilities, and compliance with the membership criteria established by our Corporate Governance Guidelines and the Nominating and Corporate Governance Committee.

Our bylaws also provide for proxy access stockholder nominations of director candidates by eligible shareholders. Appropriately nominated proxy access candidates will be included in the Company’s proxy statement and ballot. A stockholder who wishes to formally nominate a candidate, whether for inclusion in our proxy statement or not, must follow the procedures described in our bylaws, which are summarized in this Proxy Statement under the heading “Stockholder Proposals for the 2023 Annual Meeting.”

Board Composition

Our Board is comprised of active and engaged experts in fields related to EPAM’s business, from a variety of professional backgrounds. Moreover, our Board believes that a diverse representation of characteristics broadens our Board’s views on issues that matter to our people, customers, and other stakeholders.

The table below summarizes the key qualifications, skills, and attributes in up to five areas of focused expertise that each director possesses. Many of our directors have more than five of these qualifications, however. Our Board and our Nominating and Corporate Governance Committee believe that the overall mix of professional qualifications and experience of our directors creates an environment for effective oversight of the business and its management.

In addition to these varied qualifications and expertise areas, our Board believes every member should possess high integrity and a commitment to EPAM’s values, an understanding of our business, and creation of stockholder value.

Key Qualifications

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Financial

✓

Leadership

✓

Global Business

✓

Human Capital

✓

Technology & Innovation

✓

Mergers & Acquisitions

✓

Sales & Marketing

✓

Public Company Board

✓

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2022 Proxy Statement 3

Board of Directors


Key Qualification Definitions

	Financial	Experience with complex financial management, financial reporting, and strategic capital allocation

	Leadership	Demonstrated executive leadership, including delivering operating results and long-term growth

	Global Business	Experience in business enterprises in global markets, including understanding geopolitical, cultural, operational, regulatory, and other relevant aspects

	Human Capital	Experience ensuring the organization has the talent (human capital) that it needs to deliver on its stated mission and outcomes by defining the talent needs, creating an inclusive and values-driven culture, and creating a value proposition to attract, develop and retain talent in competitive markets

	Technology & Innovation	Experience in relevant technology; understanding of technology trends; ability to anticipate and plan for new business models

	Mergers & Acquisitions	Experience leading inorganic growth through acquisitions, including understanding of valuation, synergy planning, and operational integration execution

	Sales & Marketing	Experience growing sales, branding, and developing market awareness

	Public Company Board	Service as a member of a U.S. public company board of directors (other than EPAM)

Our Board includes directors that have served a range of tenures to allow for institutional knowledge and continuity, balanced with diversity as well as refreshed perspectives. The graphic below summarizes the age, tenure, gender, and committee leadership characteristics of the Board.

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Age > 60 4 directors 55-60 2 directors < 55 2 directors 60 average director age Tenure 3 directors 1-5 years 3 directors 6-10 years 2 directors 11+years 9.8 yrs average director tenure Diversity 25% of the Company's Board is female Committee Chairs 2 directors Female 1 director Male

Biographical information concerning the nominees and the current directors of the Board whose terms will continue after the Annual Meeting appears below. Ages are correct as of April 22, 2022.

Name

Age

Position

Director

Since

Class

Board Committees

Term Ends

AC*

NGC*

CC*

Arkadiy Dobkin

Chairman of the Board, President and Chief Executive Officer

2002

III

2024

Richard Michael Mayoras

Independent Director

2013

Member

2022

Karl Robb

Independent Director

2015

2022

Eugene Roman

Independent Director

2020

Member

2023

Robert E. Segert

Independent Director

2012

III

Chair

2024

Helen Shan

Independent Director

2018

Chair

Member

2022

Jill B. Smart

Independent Director

2016

Chair

2023

Ronald P. Vargo

Independent Director

2012

Member

2023

*AC = Audit Committee

NGC = Nominating and Corporate Governance Committee

CC = Compensation Committee

4 2022 Proxy Statement

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Board of Directors

Director Nominees (Class I Directors with Terms Expiring at the Annual Meeting in 2022 and in 2025 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.

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Richard Michael

Mayoras

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Age: 59

Director Since: 2013

Mr. Mayoras has served as an independent director of our Board since January 2013. Mr. Mayoras served as President and Chief Executive Officer and as a member of the board of directors of RedPrairie Corporation from 2007 until its 2013 acquisition by JDA Software Group, Inc., at which time he became a member of the board of directors of JDA Software Group, Inc. until 2015. From 2004 to 2007, Mr. Mayoras held a number of executive roles at RedPrairie, including President, Americas, Executive Vice President, Implementation Services and Support, and Executive Vice President for Product Development. From 2001 to 2004, Mr. Mayoras was President of DigiTerra, a wholly owned subsidiary of CIBER, a publicly traded enterprise application and technology consulting company. Mr. Mayoras has more than 30 years of experience in the technology, consulting and software industries, having held several executive and senior management positions for various organizations. Mr. Mayoras has served as the Executive Chairman of OnSolve, LLC since 2018, as a director of Softeon Inc. since 2019, and as a director of Truecommerce, Inc. since 2021. In 2012, he was named a “Provider Pro to Know” by Supply & Demand Chain Executive magazine.

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.

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Karl Robb

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Age: 59

Director Since: 2004

Mr. Robb has served as a director of our Board since March 2004, as a non-employee director since April 2015, and as an independent director since 2021. Mr. Robb served as our Executive Vice President and President of EU Operations from March 2004 until his retirement in April 2015. Mr. Robb joined us when Fathom Technology, a Hungarian software development outsourcing company he co-founded, merged with EPAM. Mr. Robb has over 40 years of experience in the global software engineering and IT solutions industries, having worked more than 10 years in each of Western Europe, Eastern Europe, and the United States. Mr. Robb currently serves on the board of directors of Softline Holding PLC (LSE: SFTL), Ajax Systems, and Visiquate, Inc.

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.

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2022 Proxy Statement 5

Board of Directors

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Helen Shan

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Age: 54

Director Since: 2018

Helen Shan has served as an independent director of our Board since September 2018. Since May 2021, Ms. Shan serves as the Executive Vice President and Chief Revenue Officer of FactSet Research Systems Inc. (NYSE: FDS)(NASDAQ: FDS), a global provider of integrated financial information, analytical applications, and industry-leading services. Prior to her present position, Ms. Shan served as FactSet’s Chief Financial Officer since September 2018. Prior to joining FactSet, Ms. Shan served as Chief Financial Officer of Mercer, a wholly owned subsidiary of Marsh & McLennan Companies (NYSE: MMC), a leading global professional services firm, from October 2014 to June 2018. From April 2013 to September 2014, Ms. Shan served as the Vice President, Treasurer, of Marsh & McLennan Companies, with oversight of the firm’s global Treasury operations, including capital management, pensions, investments, and cash management. Before joining Marsh & McLennan Companies, Helen served as Vice President, Treasurer, at Pitney Bowes, with responsibility for Treasury, Corporate Development, and Investor Relations. Previously, Helen held senior roles at JPMorgan Securities, including Managing Director, Diversified Industries. Ms. Shan is a member of the Johnson Advisory Council for the S.C. Johnson College of Business, the graduate management school of Cornell University. Ms. Shan received an MBA from Cornell University’s S.C. Johnson Graduate School of Management and a BAS/BA in Systems Engineering/Finance from the University of Pennsylvania.

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.

Continuing Directors

Class II with Terms Expiring at the Annual Meeting in 2023

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Eugene Roman

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Age: 64

Director Since: 2020

Mr. Roman has served as an independent director of our Board since February 2020. From 2020 to 2021, Mr. Roman was Chief Information Officer of Metrolinx, an agency of the Government of Ontario created to improve transportation in the Greater Toronto and Hamilton Area. He is a Principal at Design AI Ltd., a consultancy formed in 2019 that is focused on applying design intelligence to business opportunities. He also serves as Executive in Residence for AI and Applied Analytics at the Schulich Business School in Toronto, where he conducts research on emerging areas of AI and mentors students. Mr. Roman previously held the position of Executive Vice-President, Digital Excellence and Technology Advisor, for Canadian Tire Corporation from 2012 to 2018. Mr. Roman started his career in telecommunications with Nortel Networks Corporation, Bell Canada Enterprises Inc., and Open Text Corporation in progressively senior technology and business roles in Canada, the U.S. and the U.K. Mr. Roman has been a member of the Board of Governors of York University since July 2017 and serves as a member of its Finance and Audit and Governance and Human Resources Committees. Mr. Roman was appointed as a Distinguished Senior Fellow at the Munk School of Global Affairs at the University of Toronto in 2008 and is an industry professor in Design Engineering at McMaster University. Mr. Roman was named Chief Information Officer of the Year RIS News and Canada’s CIO of the Year (Private Sector) by Information Technology Association of Canada in 2015. Mr. Roman holds a master’s degree in Administration and a Bachelor’s Degree in Economics and Geography from the University of Toronto, is a Certified Professional Accountant, and a graduate of the Institute of Corporate Directors program.

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.

6 2022 Proxy Statement

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Board of Directors

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Jill B. Smart

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Age: 62

Director Since: 2016

Ms. Smart has served as an independent director of our Board since July 2016. Since 2015, Ms. Smart has served as President of the National Academy of Human Resources (NAHR), an organization where individuals and institutions in the Human Resources profession are recognized for professional achievement in human resources by election as a “Fellow of the NAHR.” Ms. Smart spent more than 33 years at Accenture, a global professional services company , before retiring in 2014. For 10 years she served as Accenture’s Chief Human Resources Officer. Prior to her HR management roles at Accenture, Ms. Smart held business integration consulting positions for clients in a variety of industries, focusing on integrating strategy, technology business processes, functional applications and human performance components. In 2021, Ms. Smart joined the board of directors of World Fuel Services Corporation, where she also serves on the compensation committee and governance committee. Ms. Smart is the founder and CEO of JBSmart Consulting, LLC, where she provides HR advisory and coaching services, a director at AlixPartners, a results-driven global management consulting firm that specializes in helping businesses successfully address their most complex and critical challenges, and a director at HireRight, the market-leading provider of on-demand employment background checks and screening. Ms. Smart is a member of the advisory board at Cerity Partners, an investment and wealth management firm, a Fellow and Director of the National Academy of Human Resources, a Fellow of the Human Resources Policy Institute, a member of the Peer Roundtable for CHROs and a member of the G100 Talent Consortium Advisory Board. In addition, Ms. Smart is a past Trustee of the University of Illinois Board of Trustees and is currently a member of the University of Illinois’ Chicago Athletic Advisory Board. She is on the Dean’s Business Council at the Gies College of Business at the University of Illinois, a Trustee of Chicago’s Goodman Theatre and is active in The Chicago Network. She is also a guest faculty member of the University of Michigan Ross School of Business Global Human Resources Executive Program. Ms. Smart received an MBA from the University of Chicago and bachelor’s degree in business administration from the University of Illinois.

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.

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Ronald P. Vargo

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Age: 68

Director Since: 2012

Mr. Vargo has served as an independent director of our Board since January 2012 and as Lead Independent Director since 2015. Mr. Vargo served as Executive Vice President and Chief Financial Officer of ICF International, Inc. (“ICF”) from April 2010 to May 2011. Prior to joining ICF, Mr. Vargo served as the Executive Vice President, Chief Financial Officer and as a member of the executive committee of Electronic Data Systems Corporation (“EDS”) from 2006 to 2008, and as Vice President and Treasurer of EDS from 2004 to 2006, when he was promoted to Chief Financial Officer. Before joining EDS, Mr. Vargo was employed from 1991 to 2003 by TRW, Inc. (“TRW”), a former $17 billion global manufacturing and service company strategically focused on providing products and services with a high technology or engineering content to the automotive, space and defense markets. TRW was acquired by Northrop Grumman Corporation in 2002. Mr. Vargo served TRW in the positions of Vice President of Investor Relations and Treasurer from 1991 to 1994, then Vice President of Strategic Planning and Business Development from 1994 to 1999, and then Vice President of Investor Relations and Treasurer again from 1999 to 2002. Mr. Vargo has served as a director of Ferro Corporation since 2009 and is a member of its compensation committee and chair of its audit committee. Beginning in August 2017, Mr. Vargo also serves as a director of EnerSys and as chair of its audit committee and as a member of its compensation committee. Mr. Vargo holds a Masters of Business Administration in Finance and General Management from Stanford University and a Bachelor of Arts degree in Economics from Dartmouth College.

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.

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Board of Directors

Class III with Terms Expiring at the Annual Meeting in 2024

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Arkadiy Dobkin

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Age: 61

Director Since: 2002

Mr. Dobkin has served as Chairman of the Board, Chief Executive Officer and President since December 2002 and is one of our co-founders. After earning a Master of Science degree in Electrical Engineering from the Belarusian National Technical University, Mr. Dobkin began his career in Minsk, Belarus, where he worked for several emerging software development companies. After immigrating to the United States in 1991, he held technical and leadership positions at Prudential Insurance, Colgate-Palmolive and SAP Labs. In 2015, Mr. Dobkin was inducted into the Ernst & Young World Entrepreneur of the Year Academy and to the elite Entrepreneur of the Year Hall of Fame.

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.

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Robert E. Segert

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Age: 53

Director Since: 2012

Robert E. Segert has served as an independent director of our Board since January 2012. He is currently the Chairman and Chief Executive Officer of athenahealth, Inc., a leading provider of network-enabled services for hospital and ambulatory customers nationwide. From September 2018 until its merger with athenahealth in February 2019, Mr. Segert served as Chairman and Chief Executive Officer of Virence Health Technologies, a portfolio company of Veritas Capital and a leading healthcare information technology company that helps healthcare providers achieve industry-leading clinical and financial outcomes. From July 2017 to August 2018, Mr. Segert served as Executive Chairman of the Board for Aspect Software, the world’s leading enterprise cloud contact center and workforce optimization provider; and from August 2016 to July 2017, he served as Non-Executive Chairman of Aspect Software. Formerly, Mr. Segert served as President, Chief Executive Officer and a director of Expert Global Solutions, Inc., a global leader in the business process outsourcing (BPO) industry, leading the company through a significant re-positioning and successful merger with Alorica in June 2016. At the time of the merger EGS was a $1.1 billion leader in the customer relationship management services industry, with over 43,000 employees worldwide. From 2008 until its acquisition by OpenText Corp. in January 2014, Mr. Segert served as President and Chief Executive Officer, and a director of GXS Worldwide, Inc. (GXS), a leading global provider of business-to-business e-commerce and data integration services that simplify and enhance business process integration, data quality and compliance, and collaboration among businesses. Prior to joining GXS in 2008, Mr. Segert spent 10 years at Electronic Data Systems Corporation (EDS), a $22 billion global technology services company, in various capacities, including leader of the Global Financial Products Industry, Chief Marketing Officer, General Manager of U.S. Financial Services and Managing Director of Corporate Strategy and Planning. He has also held roles at A.T. Kearney and Frito-Lay, Inc. Mr. Segert received a Bachelor of Science degree in Mechanical Engineering from Purdue University and a Master of Business Administration degree from Harvard Business School.

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.

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Corporate Governance

Our corporate governance practices cultivate and support our long-term organizational achievements. Our Board brings a mix of backgrounds, experience, and other factors that are essential to strong oversight. The Board is responsible for directing and overseeing our business and affairs. In carrying out its responsibilities, the Board selects and monitors our top management, provides oversight of our financial reporting processes and determines and implements our corporate governance policies. The Board and management are committed to good corporate governance to ensure that we are managed for the long-term benefit of our stockholders, and we have a variety of policies and procedures to promote such goals.

Corporate Governance Highlights

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Seven of the Board’s eight directors are independent

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The Board annually elects a Lead Independent Director

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Each of the Board’s Audit, Compensation, and Nominating and Corporate Governance Committees consist of only independent directors

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The independent directors regularly schedule executive sessions

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The Nominating and Corporate Governance Committee conducts annual Board and committee evaluations

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The “Say-On-Pay” advisory vote is conducted annually

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Our bylaws provide for majority voting with a resignation policy for directors in uncontested elections

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In 2022 we amended our bylaws to provide proxy access rights for stockholders

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We do not have a shareholder rights, or “poison pill,” plan

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Our stock ownership guidelines are applicable to both executives and directors

Board Leadership Structure

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to provide independent oversight of management. The Board understands that the optimal Board leadership structure may vary as circumstances warrant. Consistent with this understanding, our independent directors consider the Board’s leadership structure on an annual basis.

The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of Chairman of the Board (the “Chairman”) and Chief Executive Officer in a way that is in EPAM’s best interests at a given point in time. The Board has determined that it is in the best interests of EPAM and our stockholders for both the positions of Chairman and Chief Executive Officer to be held by our co-founder, Arkadiy Dobkin, at this time. If circumstances change in the future, the Board may determine that these positions should be separated. This policy allows the Board to evaluate regularly whether EPAM is best served at any particular time by having the Chief Executive Officer or another director hold the position of Chairman. Our Board considers this issue carefully in light of the structure the Board believes will be in the best interests of EPAM and our stockholders.

The Board believes that Mr. Dobkin is best suited to serve as Chairman because, as our co-founder, he is the director most familiar with our business and industry and can lead the Board in identifying and prioritizing our strategies and initiatives. The combined role fosters greater communication between the Board and management and facilitates development and implementation of our Board-approved corporate strategy and oversight of risk management practices.

In April 2015, our Board established the position of Lead Independent Director, and appointed Ronald P. Vargo to serve in this role. The Lead Independent Director Charter establishes a defined set of responsibilities, including Board leadership, presiding over executive sessions of independent directors, liaising with the Chairman, and facilitating distribution of information to the Board and its committees. Annually, the Nominating and Corporate Governance Committee recommends to the Board a candidate to fill this position, selected from among the independent members of the Board. The Board considers this recommendation and elects the Lead Independent Director. Mr. Vargo has been re-elected to this position each year since his initial appointment.

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Corporate Governance

We believe this current leadership structure is effective. Our independent directors and management have different perspectives and roles in business and strategy development. Our independent directors bring experience, oversight and expertise from outside EPAM and both from within and outside our industry.

Director Independence

Director independence is a key component of our governance standards, enabling the Board to be objective in fulfilling its responsibilities. The Board elects a Lead Independent Director each year.

Except for our Chairman and CEO, Arkadiy Dobkin, all directors are independent. In making its determinations about the independence of each Board member, the Board considered, among other things, all transactions and relationships between each director or any member of his or her immediate family and EPAM and its subsidiaries and affiliates. See “Certain Relationships and Related Transactions and Director Independence.” There are no family relationships among any of our executive officers, directors, or nominees for director.

Only independent directors serve on EPAM’s committees. The compensation consultant retained by the Compensation Committee is independent of the Company and management. At each regular meeting of the Board and each Committee, time is allocated for executive session, in which the Board or the committee meets without management present.

Risk Oversight and Succession Planning

The Board is responsible for oversight of EPAM’s risk management practices while management is responsible for the day-to-day risk management processes. The Board has direct oversight of EPAM’s strategic risks and other risk areas not specifically delegated to one of the Board’s committees. The Board receives and provides regular feedback on periodic reports from management regarding the most significant risks we face and receives reports from its committees on specific risk areas at each quarterly meeting. The Board exercises its oversight directly over areas of strategic importance. The specific areas of risk oversight for which the Board and each committee are responsible are summarized below:

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Board Risk Oversight The Board exercises its oversight directly over areas of strategic importance, including: Geopolitical risks; Cybersecurity risks; EPAM's acquisition strategy; Geographic expansion and diversification; Environmental, social, and governance (ESG) risks; Regular reports on EPAMs risk and control environment (with Audit Committee); and Senior leadership succession planning Audit Committee Risk Oversight Integrity of financial statements; Qualifications, independence, and performance of our independent auditor; Internal audit function; Legal and regulatory compliance; Disclosure controls and procedures; Internal control over financial reporting; and Risk assessment and management policies and procedures Compensation Committee Risk Oversight Compensation and benefits programs; Compensation policies and practices; Executive compensation; Non-executive compensation; Development and monitoring of senior management succession plan; and Equity compensation for senior management, including CEO Nominating and Corporate Governance Committee Risk Oversight Director selection;Director succession planning; Board education programs; Corporate Governance Guidelines compliance; Code of Ethical Conduct compliance; Board and Committee evaluations and effectiveness; and Overall corporate governance framework

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Corporate Governance

Under this oversight framework, our management team has built and continuously improves our culture of risk awareness so EPAM operates at an appropriate level of risk in executing on our business objectives. We have a robust enterprise risk management program, which involves a cross-functional team to identify and prioritize the mitigation of risks facing the Company. This process is also supported by the regular work of our internal audit, compliance, and legal functions at EPAM.

The additional responsibilities of the Board’s Committees, the members of each committee and the number of meetings held in 2021, and additional information about the written charter of each committee can be found later in this Proxy Statement under the heading “Committees of the Board.”

As reflected in our Corporate Governance Guidelines, the Board (with Compensation Committee input) is responsible for planning for CEO succession, as well as monitoring and advising on management’s succession planning for other senior executives. The Board’s goal is to have a long-term and continuing program for effective senior leadership development and succession. Succession planning is a regular item on the Board and Compensation Committee agendas throughout the year.

Board Meetings

The Board held 12 meetings in 2021. Each of our directors attended at least 75% of the total number of all meetings of the Board and committees on which the director served that were held during 2021.

Directors are expected to attend the meetings of the Board and of any committees on which the director serves and are encouraged, but not required, to attend our annual meetings of stockholders. All of our directors attended our annual meeting of stockholders in 2021.

Communications to the Board

Stockholders and other interested parties may communicate directly with our Lead Independent Director or our independent directors as a group by sending a written communication in an envelope addressed to: Board of Directors, Attention: Lead Independent Director, c/o General Counsel and Corporate Secretary at 41 University Drive, Suite 202, Newtown, Pennsylvania 18940.

Stockholders and other interested parties may communicate directly with the full Board by sending a written communication in an envelope addressed to: Board of Directors, c/o General Counsel and Corporate Secretary at 41 University Drive, Suite 202, Newtown, Pennsylvania 18940.

Our Audit Committee has established an anonymous, confidential process for communicating complaints regarding accounting or auditing matters or other matters that may violate EPAM’s Code of Ethical Conduct. In order to submit a complaint, you may call our hotline at the dedicated local phone number found at ethics.epam.com (+1 866 786-9137 in the U.S.) or submit a written report at the EthicsLine webpage at ethics.epam.com. Any such complaints received or submitted are reviewed with the Audit Committee in accordance with a standard escalation protocol to take such action as may be appropriate.

Code of Ethical Conduct and Corporate Governance Guidelines

EPAM has a Code of Ethical Conduct that applies to all of our directors, officers and other employees, including our principal executive officer, principal financial officer and principal accounting officer. Our Chief Compliance Officer has the responsibility of maintaining an effective ethics and compliance program and to provide updates to our ethics and compliance programs to the Nominating and Corporate Governance Committee and the Board. The foundational principles in our Code of Ethical Conduct and our core values mean that we strive for excellence and do the right things in the right way by:

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Respecting, valuing and supporting people;

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Showing integrity in our communications, records and business activities;

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Protecting and enhancing EPAM’s information and assets; and

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Complying with laws.

The Code of Ethical Conduct is approved and reviewed annually by the Board. Any amendments (other than technical, administrative or non-substantive amendments) to, and any waivers from a provision of the Code of Ethical Conduct for

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Corporate Governance

directors and officers must be approved by the Board and will be promptly disclosed to our stockholders. The Board has also adopted Corporate Governance Guidelines in accordance with NYSE corporate governance rules that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas including: the size and composition of the Board; Board membership criteria and director qualifications; director responsibilities; Board agendas; roles of the Chairman, Chief Executive Officer and Lead Independent Director; meetings of independent directors; committee responsibilities and assignments; Board member access to management and independent advisors; director communications with third parties; director compensation; director orientation and continuing education; evaluation of senior management; and management succession planning.

Our Code of Ethical Conduct and our Corporate Governance Guidelines are publicly available through the “Investor Relations – Leadership & Governance” section of our website at http://investors.epam.com/investors/leadership-and-governance/documents. A copy will be provided in print without charge upon written request to our Corporate Secretary at 41 University Drive, Suite 202, Newtown, Pennsylvania 18940.

Environmental, Social, and Governance Commitment

The Board oversees EPAM’s ongoing commitment to integrate positive and ethical environmental, social, and governance, or ESG, practices into our overall ESG strategy, as well as the progress and activity of individual components that make up our ESG program, including corporate social responsibility, human capital, ethics and governance, environmental footprint, data privacy and information security, and supplier sustainability. Our approach to material ESG topics is key to our continual development as a business and drives value for our employees, clients, business partners, stockholders and the community.

One important way EPAM lives out the key principles of our Code of Ethical Conduct and our core values is our commitment to making positive contributions in the communities in which we operate and championing corporate social responsibility as one prong of our ESG efforts. Through our focused efforts in the areas of education, environment and community, we are committed to sharing the expertise and attributes of our highly skilled global workforce to effectively support the needs of, and positively add to, the world at large and the communities in which we work and live. We sponsor and support global technology education initiatives, invest in local green initiatives that result in energy-saving and carbon-footprint reduction practices, and are strongly committed to respecting our employees’ fundamental human rights at work and ask our vendors and suppliers to do the same. More information about EPAM’s Corporate Social Responsibility, or CSR program can be found at https://www.epam.com/about/who-we-are/corporate-responsibility.

Highlights of our positive social, environmental and ethical practices include our efforts in our traditional areas of focus and additional contributions to mitigating the economic and public health impacts in the communities where we work and live and at a global level:

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We added six new countries to our CSR program for a total of 27 countries with over 30,000 hours of volunteer time contributed to our CSR program.

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EPAM collaborated with six different organizations across our geographic footprint to empower girls and women with the skills and confidence needed to pursue their ambitions in Science, Technology, Engineering, and Mathematics, or STEM, related opportunities.

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EPAM’s Carbon Footprint Calculator continued to allow anyone to calculate the carbon generated by their electricity usage, commuting activities, eating habits, pets, and travel and offer lifestyle recommendations to reduce the amount of carbon dioxide users generate.

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EPAM sponsored BIMA Digital Day for the third consecutive year. In 2021, BIMA, the United Kingdom’s digital and technology trade body, brought digital and technology companies together with students to address environmental issues and the United Kingdom’s digital skills shortage.

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EPAM and one of its customers continued to support Raspberry Pi’s Coolest Projects, the world-leading technology fair where young people are empowered to show the world their technology inventions.

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EPAM enhanced its own EPAM E-KIDS program by developing courses and content and delivering it through EPAM’s Learn platform to provide virtual STEM learning content to students globally.

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EPAM and UNICEF combined EPAM’s COVID Resistance mobile application with UNICEF’s Health Buddy chat bot to offer reliable COVID-related information and a digital contact tracing mobile application in the UNICEF HealthBuddy+ app to more than 500,000 users across 20 languages and nine countries.

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EPAM E-KIDS program won the 2021 Communitas Award for Excellence in Skills-Based Community Service.

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Corporate Governance

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EPAM India received a 2021 CSR Times award in the Education Category.

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EPAM maintains a Supplier Code of Conduct, holding suppliers accountable for complying with certain labor practices, safety and health standards, ethical business practices and social responsibility commitments.

Committees of the Board

The Board uses committees to work on certain issues in detail. Each committee reports the progress and results of its meetings to the Board and makes recommendations to the Board when appropriate. The Board currently has three standing committees – an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of our committees operates under a written charter that has been approved by our Board. The charters are reviewed annually by each respective committee, which recommends any proposed changes to our Board. The charters are available on the “Investor Relations – Leadership & Governance” section of our website at http://investors.epam.com/investors/leadership-and-governance/documents and will be provided in print without charge upon written request to our Corporate Secretary at 41 University Drive, Suite 202, Newtown, Pennsylvania 18940. The primary responsibilities of each of our committees, as well as the current composition of our committees and the number of committee meetings held during 2021, are described below:

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Corporate Governance

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Our Executive Officers

Executive officers are appointed by the Board. The following table sets forth the names, ages and positions of our executive officers as of April 22, 2022:



Name	Age	Position

Arkadiy Dobkin	61	Chairman of the Board of Directors, President and Chief Executive Officer

Balazs Fejes	47	President of EU and APAC markets

Viktar Dvorkin	49	Senior Vice President, Head of Global Delivery

Jason Peterson	59	Senior Vice President, Chief Financial Officer and Treasurer

Edward Rockwell	54	Senior Vice President, General Counsel and Corporate Secretary

Elaina Shekhter	52	Senior Vice President, Chief Marketing and Strategy Officer

Boris Shnayder	65	Senior Vice President, Co-Head of Global Business

Larry Solomon	57	Senior Vice President, Chief People Officer

Sergey Yezhkov	48	Senior Vice President, Co-Head of Global Business
Gary Abrahams	54	Vice President, Corporate Controller, Chief Accounting Officer

Information about Mr. Dobkin is provided under “Board of Directors” in this Proxy Statement. A brief biography for each of our other executive officers follows.

Balazs Fejes

Balazs Fejes, 47, is our President of Europe and APAC Markets, 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, 49, is our Senior Vice President, Head of Global Delivery, 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 EngineeringX 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.

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Our Executive Officers

Jason Peterson

Jason Peterson, 59, 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, 54, 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, 52, 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. Shekter 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, 65, 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.

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Our Executive Officers

Larry Solomon

Larry Solomon, 57, 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, 48, 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, 54, is our Vice President, Corporate Controller, and Chief Accounting Officer. Mr. Abrahams joined EPAM in June of 2016, after having served as an independent contractor for EPAM starting in March of 2016. He 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 and Management

As of March 14, 2022, there were 56,983,752 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 named 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.

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, 2022, 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.


	Shares Beneficially Owned

Name and Address of Beneficial Owner	Number		Percent

Named Executive Officers and Directors

Arkadiy Dobkin(1)		1,960,679		3.4	%

Jason Peterson(2)		22,142		*

Balazs Fejes(3)		71,396		*

Boris Shnayder(4)		50,634		*

Elaina Shekhter(5)		39,014		*

Larry Solomon(6)		26,314		*

Viktar Dvorkin(7)		78,052		*

Sergey Yezhkov(8)		62,850		*

Edward Rockwell(9)		6,245		*

Gary Abrahams(10)		1,858		*

Eugene Roman		1,306		*

Richard Michael Mayoras		6,766		*

Karl Robb		3,812		*

Robert E. Segert		16,883		*

Helen Shan		2,372		*

Jill B. Smart		5,397		*

Ronald P. Vargo		6,999		*

All executive officers and directors as a group (17 people)		2,362,719		4.1	%

5% Stockholders

The Vanguard Group(11)		6,119,526		10.8	%

Capital Research Global Investors(12)		6,534,789		11.5	%

BlackRock, Inc.(13)		4,644,619		8.2	%
WCM Investment Management, LLC (14)		3,031,268		5.3	%

*	Denotes less than 1% of the shares of Common Stock beneficially owned.

18 2022 Proxy Statement

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Security Ownership of Certain Beneficial Owners and Management

(1)

Includes (i) 1,251,808 shares of Common Stock held directly by Mr. Dobkin; (ii) 272,682 shares of Common Stock issuable to Mr. Dobkin upon exercise of options exercisable within 60 days of March 14, 2022; and (iii) 436,189 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.

(2)	Includes 12,568 shares of Common Stock issuable to Mr. Peterson upon exercise of options exercisable within 60 days of March 14, 2022.

(3)	Includes 61,175 shares of Common Stock issuable to Mr. Fejes upon exercise of options exercisable within 60 days of March 14, 2022.

(4)	Includes 44,430 shares of Common Stock issuable to Mr. Shnayder upon exercise of options exercisable within 60 days of March 14, 2022.

(5)	Includes 32,730 shares of Common Stock issuable to Ms. Shekhter upon exercise of options exercisable within 60 days of March 14, 2022.

(6)	Includes 18,536 shares of Common Stock issuable to Mr. Solomon upon exercise of options exercisable within 60 days of March 14, 2022.

(7)	Includes 56,737 shares of Common Stock issuable to Mr. Dvorkin upon exercise of options exercisable within 60 days of March 14, 2022.

(8)	Includes 53,524 shares of Common Stock issuable to Mr. Yezhkov upon exercise of options exercisable within 60 days of March 14, 2022.

(9)	Includes 3,822 shares of Common Stock issuable to Mr. Rockwell upon exercise of options exercisable within 60 days of March 14, 2022.

(10)	Includes 171 shares of Common Stock issuable to Mr. Abrahams upon exercise of options exercisable within 60 days of March 14, 2022.

(11)

Information based on a Schedule 13G/A filed with the SEC on January 10, 2022. The Vanguard Group has sole voting power over 0 shares, shared voting power over 95,091 shares, has sole dispositive power over 5,887,560 shares and shared dispositive power over 231,966 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(12)

Information based on a Schedule 13G filed with the SEC on April 8, 2022. Capital Research Global Investors (“CRGI”) is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., and Capital Group Private Client Services, Inc. (together with CRMC, the “investment management entities”). CRGI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital Research Global Investors.” CRGI is deemed to be the beneficial owner of 6,534,789 shares. CRGI has sole voting power over 6,531,727 shares, shared voting power over 0 shares, sole dispositive power over 6,534,789 shares, and shared dispositive power over 0 shares. The address of CRGI is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.

(13)

Information based on a Schedule 13G/A filed with the SEC on February 3, 2022. BlackRock, Inc., a parent holding company, reports on behalf of the following subsidiaries which hold the shares: BlackRock Life Limited, BlackRock International 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, FutureAdvisor, Inc., 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 4,125,951 shares, shared voting power over 0 shares, and sole dispositive power over 4,644,619 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(14)

Information based on a Schedule 13G/A filed with the SEC on February 10, 2022. WCM Investment Management, LLC has sole voting power over 3,031,268 shares and has sole dispositive power over 3,031,268 shares. The address of WCM Investment Management, LLC is 281 Brooks Street, Laguna Beach, California 92651.

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2022 Proxy Statement 19

SEC Form DEF 14A filed by EPAM Systems Inc.