Arkadiy Dobkin
EPAM SystemsAbout Arkadiy Dobkin
Principal Founder and long‑time CEO/Chairman of EPAM Systems, Arkadiy Dobkin has led the company since December 2002 and will transition to Executive Chairman effective September 1, 2025; Balazs Fejes will become CEO and President on that date . He holds an M.S. in Electrical Engineering from Belarusian National Technical University, began his career in Minsk, and after immigrating to the U.S. in 1991 held technical and leadership roles at Prudential Insurance, Colgate‑Palmolive, and SAP Labs; he was 61 years old in the 2022 proxy and has served as a director since 2002 . Under his tenure, EPAM grew to over 61,000 professionals across more than 55 countries and has invested in GenAI‑enabled delivery and solutions; he will remain engaged in long‑term strategy and key relationships as Executive Chairman .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EPAM Systems, Inc. | Chairman, Chief Executive Officer and President | 2002–2025 (transitioning to Executive Chairman 9/1/2025) | Co‑founder who led global scale‑up; succession plan to sustain long‑term growth |
| Prudential Insurance; Colgate‑Palmolive; SAP Labs | Technical and leadership positions (post‑immigration) | Since 1991 (U.S.) | Built enterprise software and leadership experience relevant to IT services scale‑up |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ernst & Young World Entrepreneur of the Year Academy | Inductee | 2015 | E&Y Entrepreneur of the Year Hall of Fame recognition |
Fixed Compensation
Multi‑year summary of CEO compensation mix (dollars in USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $775,000 | $812,500 | $850,000 |
| Non‑Equity Incentive Plan Compensation (Annual Bonus Paid) | $1,000,000 | $500,000 | $765,000 |
| Stock Awards (RSUs/PSUs grant‑date value) | $2,166,810 | $3,118,869 | $5,866,069 |
| Option Awards (grant‑date value) | $2,500,047 | $3,099,953 | $1,550,095 |
| All Other Compensation | $11,400 | $13,808 | $15,478 |
| Total | $6,453,257 | $7,545,130 | $9,046,642 |
Notes:
- For 2024, EPAM introduced a Key Executive Performance Stock Program (PSUs) alongside time‑based RSUs and stock options .
Performance Compensation
Annual cash incentive (2024):
- Target opportunity: $2,125,000; threshold line item shows “— $1,062,500”; actual bonus paid for 2024: $765,000 .
- EPAM discloses target/threshold levels in the grants table; detailed metric weights for the annual plan were not provided in the retrieved excerpts .
Long‑term equity awards (granted March 15, 2024):
- RSUs: 10,374 units; vest 25% on each of March 15, 2025, 2026, 2027, and 2028; grant‑date fair value $3,100,685 .
- Stock Options: 9,365 options at $298.89 strike; vest 25% on each of March 15, 2025, 2026, 2027, and 2028; grant‑date fair value $1,550,095 .
- PSUs (Key Executive Performance Stock Program): threshold 7,781; target 15,561; maximum 31,122; grant‑date fair value $2,765,384; metrics incorporate historical TSR, anticipated adjusted revenue growth, and anticipated adjusted EPS (probable outcome at grant used for valuation) .
2024 grants summary:
| Award Type | Grant Date | Quantity/Terms | Vesting | Grant‑Date Fair Value |
|---|---|---|---|---|
| RSUs | 3/15/2024 | 10,374 | 25% on 3/15/2025–2028 | $3,100,685 |
| Stock Options | 3/15/2024 | 9,365 @ $298.89 | 25% on 3/15/2025–2028 | $1,550,095 |
| PSUs (KEPSP) | 3/15/2024 | 7,781 (Thres) / 15,561 (Target) / 31,122 (Max) | Performance‑based; metrics: TSR, adj. revenue growth, adj. EPS | $2,765,384 |
Implications:
- Clear shift in 2024 toward performance‑conditioned equity (PSUs) vs. prior years that emphasized RSUs and options, increasing pay‑for‑performance sensitivity to TSR and financial growth metrics .
Equity Ownership & Alignment
As of March 15, 2023 (latest detailed table in proxy):
- Total beneficial ownership: 1,975,697 shares (2.9% of 57,744,129 outstanding) .
- Breakdown: 1,246,461 shares held directly; 293,047 shares via options exercisable within 60 days; 436,189 shares held by the Arkadiy Dobkin GST Exempt Grantor Trust for his children (spouse as trustee); Mr. Dobkin disclaims beneficial ownership of trust shares except to extent of pecuniary interest .
- Director compensation: as an employee‑director, Mr. Dobkin receives no additional compensation for board service (director fees apply only to non‑employee directors) .
| Ownership Metric | Amount |
|---|---|
| Shares Outstanding (3/15/2023) | 57,744,129 |
| Shares Beneficially Owned | 1,975,697 (2.9%) |
| Directly Held | 1,246,461 |
| Options (exercisable ≤60 days) | 293,047 |
| Trust (Dobkin Grantor Trust) | 436,189 (disclaimed except pecuniary) |
Upcoming potential supply (from 2024 awards):
- RSUs and options granted 3/15/2024 vest 25% annually each March 15 from 2025–2028, creating predictable settlement windows that may influence trading liquidity around those dates .
Employment Terms
- Board/management roles: Historically combined Chairman and CEO roles at EPAM; Board annually evaluates leadership structure . Planned transition: Mr. Dobkin to become Executive Chairman on September 1, 2025; Balazs Fejes to be CEO/President .
- Independence and committees: All board committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors; by design, the CEO/Chairman does not serve on these committees .
- Lead Independent Director: Role established in 2015 to enhance independent oversight; Ronald P. Vargo previously served; as of May 2025 announcement, the Lead Independent Director is Richard Michael Mayoras (as quoted in the succession press release) .
- Compensation Committee: Independent members Jill Smart (Chair), Richard Michael Mayoras, and Helen Shan; 7 meetings in 2024; authority includes executive pay decisions and use of an independent compensation consultant .
Board Governance
- Board service history: Director since 2002; served as Chairman, CEO, and President since December 2002; combined role justified by deep company/industry knowledge, with Lead Independent Director structure to mitigate independence concerns .
- Director compensation: Employee directors (including the CEO) receive no additional director compensation; non‑employee directors receive cash retainers and equity grants, with optional deferral .
Investment Implications
- Alignment: Founder‑level ownership (2.9%) and large unvested equity exposure (RSUs, options, PSUs) align incentives with long‑term TSR and financial performance; the 2024 PSU introduction tightens pay–performance linkage to adjusted revenue, adjusted EPS, and TSR .
- Transition risk/continuity: Announced CEO handoff to Balazs Fejes on 9/1/2025 reduces key‑person dependence while retaining Mr. Dobkin’s strategic influence as Executive Chairman; presence of a Lead Independent Director supports governance continuity through transition .
- Selling pressure windows: 2024 equity awards vest in equal tranches each March 15 (2025–2028); monitor Form 4 filings around these dates for potential insider selling activity and liquidity impacts .
- Governance structure: Historical CEO/Chair duality mitigated by independent committees and a formal Lead Independent Director; investors should continue to monitor any changes in committee composition and say‑on‑pay outcomes in annual proxies for governance signal .
Not disclosed in retrieved documents: specific annual bonus metric weights/targets, severance/change‑of‑control multiples, clawback/policies details, hedging/pledging policies, and say‑on‑pay results. Use forthcoming 2025 proxy materials for those items as available.