DeAnne Aguirre
EPAM SystemsAbout DeAnne Aguirre
Independent director at EPAM since 2023; age 64. Career consulting leader with 30+ years in strategy and technology at PwC (Managing Partner, North America Strategy and Health Strategy) and Booz Allen/Booz & Co. (global/regional leadership, including CHRO), bringing Board-relevant expertise in leadership, global business, technology & innovation, sales & marketing, and public company board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers | Managing Partner; led North America Strategy Business; Health Strategy Business; Global Leader – Katzenbach Center | 2015–2020 | Senior leadership across strategy and human capital practices |
| Booz Allen Hamilton / Booz & Co. | Global and Regional Leadership roles; Global Co-Leader – Organization & Strategic Leadership; Technology Leader – Southern Cone; Global Chief Human Resources Officer | 1996–2015 | Led organization/leadership practice; technology leadership in LatAm; global HR leadership |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Hercules Capital, Inc. | Director | Public | Listed as “Other Public Company Boards” in EPAM proxy |
| Cisive | Director | Private | Listed under professional/community contributions |
Board Governance
- Independence: EPAM boards/committees comprised primarily of independent directors; Nominating & Corporate Governance Committee (NCG) is solely independent; Ms. Aguirre is independent .
- Committee assignments (2024): Member, Nominating & Corporate Governance Committee; NCG met 5 times in 2024 .
- Board/committee attendance: Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors regularly schedule and hold executive sessions .
- Board refresh and stockholder engagement: NCG oversaw shareholder engagement and advanced proposals to declassify the Board and enhance stockholder rights (Proposals 5–8) .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Total Cash ($) | Equity Grant | Shares (#) | Grant Date | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 | 65,000 | 8,000 (NCG member) | 73,000 | Annual RSU | 1,051 | May 31, 2024 | Fully vests May 31, 2025; pro‑rata on earlier termination | 187,004 |
| 2023 | 52,722 (pro‑rated) | 6,489 (NCG member, pro‑rated) | 59,211 | Annual RSU | 876 | Jun 2, 2023 | Vests Jun 2, 2024 | 227,453 |
| 2023 | — | — | — | Initial RSU | 338 | Mar 10, 2023 | 25% per year over four years | Included in 2023 equity value (total 323,023) |
Notes:
- 2024 director equity grants were a single annual RSU grant that fully vests in ~12 months; certain directors may elect to defer receipt of shares under the Non‑Employee Directors Deferral Plan .
- 2023 reflects partial‑year service (joined 2023), driving lower cash vs. 2024; 2023 equity higher due to initial grant plus annual grant .
Performance Compensation
- Director equity is time‑based; no performance metrics apply to non‑employee director equity awards (annual RSUs with time‑based vesting) .
| Performance Metric | Weight/Target | Measurement Period | Payout Curve |
|---|---|---|---|
| None for non‑employee directors (time‑vested RSUs only) | N/A | N/A | N/A |
Other Directorships & Interlocks
| Company | Relationship to EPAM | Interlock/Related-Party Notes |
|---|---|---|
| Hercules Capital, Inc. (public) | No disclosed EPAM commercial relationship | EPAM reports no related person transactions since the beginning of 2024; NCG reviewed ordinary‑course arrangements involving companies where directors serve and determined no material interest, with recusals as appropriate . |
| Cisive (private) | No disclosed EPAM commercial relationship | As above; no material related‑party interest disclosed . |
Expertise & Qualifications
- Key skills attributed by EPAM: Leadership; Global Business; Technology & Innovation; Sales & Marketing; Public Company Board .
- Governance engagement: Member of NCG that oversaw stockholder engagement and advanced Board declassification/rights proposals .
Equity Ownership
| As-Of Date | Shares Beneficially Owned (#) | Percent of Outstanding | Notes |
|---|---|---|---|
| Mar 14, 2025 | 2,265 | <1% | Beneficial ownership per proxy table (outstanding shares: 57,068,646) |
| Dec 31, 2024 | 2,386 | N/A | Includes 1,051 RSUs granted May 31, 2024; deferrals, if any, under Directors Deferral Plan |
Ownership alignment and policies:
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 10x annual cash retainer; must hold 100% of net shares until compliant; compliance within 5 years of becoming subject to guidelines .
- Compliance status (as of Dec 31, 2024): All non‑employee directors except one (Mr. Roman) met or were expected to meet guidelines by the end of the grace period (implies Ms. Aguirre is on track within her 5‑year window from 2023) .
- Hedging/pledging: Prohibited for employees/directors; none have pledged EPAM stock; insider trading policy publicly available as exhibit to 2024 10‑K .
Governance Assessment
- Board effectiveness and engagement: Independent director with strong consulting and organizational leadership background; active NCG member helping oversee stockholder engagement and governance enhancements (declassification, majority vote, etc.), supporting investor rights and Board accountability .
- Attendance/engagement: Met EPAM’s attendance expectations (≥75% of Board/committee meetings) and attended the 2024 annual meeting; Board met 9 times in 2024; NCG met 5 times .
- Compensation alignment: Director pay is standard market structure: cash retainer plus time‑vested annual RSUs; no options or performance awards for directors, reducing pay‑for‑performance risk and complexity; 2023 included an initial RSU grant for onboarding; 2024 reflects steady‑state annual grant .
- Ownership alignment: Robust 10x retainer guideline and 100% net share holding requirement until compliance, plus anti‑hedging/pledging policies, support strong alignment with shareholders .
- Conflicts/related‑party risk: No related party transactions since 2024; NCG review processes and recusals in place; no pledging; no hedging; minimal interlock risk indicated by disclosed roles .
- RED FLAGS: None disclosed specific to Ms. Aguirre (no attendance issues, no related‑party transactions, no hedging/pledging, standard director compensation structure) .