Boris Shnayder
EPAM SystemsAbout Boris Shnayder
Boris Shnayder is Senior Vice President and Co-Head of Global Business at EPAM, with primary focus on Americas operations; he joined EPAM in July 2015. Age 68, he brings 20+ years in IT/telecom, previously serving in delivery and business leadership roles at GlobalLogic, plus senior software management at Motorola and Telcordia; he holds an MS in Mechanical Engineering from Lyiv University (Ukraine) . EPAM’s 2024 performance context: revenue grew 0.8% to ~$4.7B and GAAP diluted EPS rose 11.0% to $7.84, with non-GAAP op margin 16.5% underpinning pay-for-performance plan outcomes discussed below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GlobalLogic, Inc. | Chief Delivery Officer; SVP, Head of Telecom & Healthcare and GM; VP of Telecommunications | 2007–2015 | Scaled delivery and vertical leadership across telecom and healthcare . |
| Motorola | Senior software management positions | Not disclosed | Led teams across US/China/India/Russia in telecom/software programs . |
| Telcordia | Senior software management positions | Not disclosed | Managed global engineering teams in telecom software . |
External Roles
- Not disclosed in the 2025 proxy for Mr. Shnayder .
Fixed Compensation
| Element | 2024 Detail |
|---|---|
| Base salary | Not disclosed for Mr. Shnayder (EPAM discloses NEOs only) . |
| Target bonus % | Not disclosed for Mr. Shnayder (NEOs covered in proxy tables) . |
| Actual bonus paid | Not disclosed for Mr. Shnayder (NEO payouts shown; corporate funding 72%) . |
Notes:
- For 2024, EPAM kept NEO base salaries flat vs. 2023; cash incentive funding based on corporate metrics was 72% (revenue/profitability), with individual adjustments for non-CEO NEOs .
Performance Compensation
Company executive incentive design relevant to senior executives (NEO specifics shown; individual awards for Mr. Shnayder were not disclosed).
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Short-term cash incentives (corporate funding) | Measure | Weighting | Target for 100% | 2024 Actual | Funding outcome | |---|---|---|---|---| | Revenue growth YoY | 50% (equal with profitability) | 6.6% | 0.8% | Contributed to 72% total funding . | | Adjusted income from operations (% of revenue) | 50% | 15% | 16.5% | Contributed to 72% total funding . |
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Long-term PSUs (Key Executive Performance Stock Program, launched 2024) | Metric | Weight | Target definition | 2024 Certified Result (year-1 components) | Vesting timing | |---|---|---|---|---| | Adjusted revenue growth | 37.5% | 3.4%–6.6% = 100%; 13.2% = 200% | 0% payout for this component (year-1) | Vests after 3-year performance period (2024–2026) . | | Adjusted EPS | 37.5% | $10.12 = 100%; $11.35 = 200% | 144% payout for this component (year-1) | Vests after 3-year performance period (2024–2026) . | | Relative TSR (vs. S&P 500 IT Index) | 25% | 55th percentile = 100%; 85th = 200% | Not yet determined (3-year measure) | Vests after 3-year performance period . |
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Time-based equity (NEO illustration, 2024 grants): RSUs and options vest 25% annually on March 15, 2025/2026/2027/2028; beginning 2025, EPAM removed options, shifting to 50% PSUs/50% RSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 66,352 shares; “*” indicates <1% of outstanding . |
| Components noted | Includes 53,980 shares underlying options exercisable within 60 days (as of March 14, 2025) . |
| Shares outstanding (context) | 57,068,646 (as of March 14, 2025) . |
| Pledging/hedging | Company policy prohibits pledging and hedging; no employees or directors have pledged EPAM stock . |
| Ownership guidelines | Non-CEO executive officers: 2x annual salary; must hold 50% of net shares until compliant . |
Employment Terms
| Topic | Terms/Status |
|---|---|
| Employment agreement | EPAM generally has no employment agreements with NEOs/executives (except statutory for certain jurisdictions); none disclosed for Mr. Shnayder . |
| Severance | No formal severance plan; no guaranteed severance or “golden parachutes” (CIC) . |
| Change-of-control (CIC) | Double-trigger equity acceleration only; no excise tax gross-ups . |
| Clawback | Compensation Recoupment Policy compliant with Rule 10D-1/NYSE; recovers incentive comp after restatements within 3 years . |
| Hedging/derivatives | Prohibited for employees/directors; options/derivative trading on EPAM stock banned . |
| Ownership holding | Mandatory 50% net share holding until guideline compliance . |
Compensation Structure & Governance Context
- 2024 Say-on-Pay support: 93.7% approval .
- Compensation peer group (2024 refresh added ASGN, Genpact, PTC; removed PANW, ServiceNow, Splunk, Synopsys) includes Akamai, ASGN, Autodesk, Cadence, CGI, Cognizant, Fortinet, Genpact, OpenText, PTC, SAIC, SS&C, Verisk, Workday .
- Program design “what we do/what we don’t” highlights: double-trigger CIC, PSU focus, no repricing without shareholder approval, no golden parachutes or tax gross-ups, no hedging/pledging .
Expertise & Qualifications
- Domain: global operations leadership across IT and telecommunications; Americas go-to-market and operations; oversight of emerging verticals at EPAM .
- Education: MS, Mechanical Engineering, Lyiv University (Ukraine) .
Performance & Track Record (Company context during tenure)
- 2024 financials: revenue +0.8% to ~$4.728B; GAAP income from operations +8.6% to $544.6M; GAAP EPS +11.0% to $7.84; non-GAAP op margin 16.5% and non-GAAP EPS +2.5% .
- Incentive outcomes tied to these results: corporate STI funding 72%; PSUs year-1 certifications of 0% (revenue) and 144% (EPS) with 3-year TSR pending .
Risk Indicators & Red Flags
- Related party transactions: none requiring disclosure in 2024 .
- Hedging/pledging: prohibited; none pledged company-wide—a positive alignment indicator .
- CIC/severance: no single-trigger acceleration or golden parachutes; reduces shareholder cost of turnover/change but may imply lower guaranteed retention economics .
- Clawback: robust, NYSE/SEC-compliant .
Investment Implications
- High alignment via equity: Beneficial ownership that includes a large option component (53,980 options exercisable within 60 days) and company-wide bans on pledging/hedging point to meaningful skin-in-the-game without leverage-related sale risk .
- Pay-for-performance architecture: Executive incentives are explicitly tied to revenue growth, profitability (adjusted IFO), adjusted EPS, and relative TSR, with measured funding at 72% for 2024 STI and certified year-1 PSU results of 0% (rev) and 144% (EPS) supporting disciplined payouts .
- Governance quality: Strong say-on-pay support (93.7%), double-trigger CIC, no golden parachutes, clawback policy, and ownership guidelines (2x salary for execs) reduce governance risk and pay inflation risk relative to peers .
- Data gaps: Individual 2024/2025 grant specifics (share counts, vesting dates) and cash comp for Mr. Shnayder are not disclosed in the proxy (non-NEO), limiting precision on near-term vest-driven selling pressure; monitoring future proxies and Form 4s is advisable .