Chandra McMahon

About Chandra McMahon

Chandra McMahon, age 58, has served as an independent director of EPAM since 2023, with her Class III term currently ending in 2027; she is a member of the Audit Committee and its Cybersecurity Subcommittee alongside Eugene Roman, bringing deep cybersecurity and technology risk oversight to the board . Her background includes senior CISO roles at CVS Health (2020–2024) and Verizon Communications (2015–2020), and prior leadership positions at Lockheed Martin (including Vice President and CISO), aligning her core credentials with financial, leadership, global business, and technology & innovation expertise .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; co-member of the Cybersecurity Subcommittee (with Eugene Roman), focused on EPAM’s cybersecurity risk monitoring, assessment, and management systems and policies .
• Audit Committee activity: The committee met 8 times in 2024; its chartered responsibilities include oversight of external auditors, internal audit, disclosure controls, ICFR, and risk management; all members are financially literate, and Ms. Shan, Mr. Roman, and Mr. Vargo are designated “audit committee financial experts”; all members are independent under NYSE and Rule 10A-3 .
• Board attendance: The Board held 9 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting of stockholders .
• Independence & tenure: Identified as an independent director; Class III, director since 2023; term ends 2027 (subject to declassification proposal) .
• Board leadership: Lead Independent Director is Richard Michael Mayoras; responsibilities include executive sessions, independent oversight, and liaison with the Chair/CEO .

Fixed Compensation

Performance Compensation

No option awards, cash bonuses, or performance-linked director equity metrics are disclosed for non-employee directors; director RSUs are time-based and not tied to operational KPIs .

Other Directorships & Interlocks

• Current public company boards: None .
• Related-party exposure review: The Nominating and Corporate Governance Committee reported no related person transactions since the beginning of 2024; ordinary-course arrangements with customers or vendors where directors serve were reviewed and determined not to involve a direct or indirect material interest, with recusals as appropriate .

Expertise & Qualifications

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold equity equal to 10× annual retainer and retain 100% of net shares until compliant; as of Dec 31, 2024, all non-employee directors except Mr. Roman met or were expected to meet guidelines within the grace period .
• Hedging/pledging: Hedging, options/derivative trading, and pledging of EPAM stock are prohibited; no employees or directors have pledged EPAM stock; insider trading policy publicly available via 2024 Annual Report exhibit .

Governance Assessment

• Strengths:

  • Independent director with specialized cybersecurity expertise; active on Audit Committee and Cybersecurity Subcommittee, enhancing oversight of cyber risk management and information security governance .
  • Strong attendance culture (≥75% for all directors in 2024) and robust committee activity (Audit met 8×), supporting board effectiveness and diligence .
  • Clear independence designations, audited financial oversight rigor, and adherence to prohibitions on hedging/pledging improve investor alignment and reduce governance risk .
  • Stock ownership guidelines (10× retainer; 100% net share hold-until-compliant) and director equity grants foster alignment; non-employee directors broadly compliant or on track .

• Watch items / potential risks:

  • Ownership level is <1% of outstanding shares; while guideline compliance is expected, overall individual stake size is modest in absolute terms (common for outside directors) .
  • No director-specific performance pay; equity is purely time-based—appropriate for directors but lacks explicit KPI ties, so monitoring attendance, committee engagement, and cyber oversight outputs remains important .

• Conflicts/related-party exposure:

  • No related person transactions approved or ratified since the beginning of 2024; committee reviews of ordinary-course arrangements found no material interests, mitigating interlock risks .

• Shareholder feedback context (board oversight of pay):

  • 2024 “say-on-pay” support was ~93.7% and the Compensation Committee enhanced pay-for-performance for executives via PSUs, indicating responsiveness and disciplined oversight culture (contextual governance signal) .