Edward Rockwell
EPAM SystemsAbout Edward Rockwell
Edward Rockwell, 57, is Senior Vice President, General Counsel and Corporate Secretary at EPAM, overseeing global legal activities and advising senior leadership and the Board; he joined in October 2018 after senior legal roles at Red Hat, DDN Storage, and Hewlett‑Packard. He holds a BA in Foreign Affairs (University of Virginia) and a JD (University of Richmond School of Law), and serves on the board of the Greater Philadelphia Chapter of the Association of Corporate Counsel . During his tenure, EPAM’s revenues grew from $1.84B in FY2018 to $4.73B in FY2024 (CAGR ~13%), and EBITDA rose from $283M to $693M, underscoring sustained scale and profitability improvement over time (see Performance table; values from S&P Global)*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Hat | Vice President & Assistant General Counsel | 2014–2018 | Led a global legal team supporting all sales/operations during significant growth . |
| DDN Storage | General Counsel & VP, Legal and HR | 2012–2014 | Led legal and HR; enterprise storage sector expertise . |
| Hewlett‑Packard (HP) | VP & Associate General Counsel; GC for HP Services, HP Americas, HP Software | Various (prior to 2012) | Ran major business-unit legal functions; 5 years in Milan leading EMEA/global outsourcing services legal teams . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Association of Corporate Counsel – Greater Philadelphia Chapter | Board of Directors | Current as disclosed |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary | Not disclosed | Rockwell is an executive officer but not a Named Executive Officer (NEO); individual pay elements are not in the Summary Compensation Table . |
| Target bonus % | Not disclosed | Company sets executive cash incentive targets annually; disclosure provided for NEOs only . |
| Actual annual bonus | Not disclosed | Corporate funding for 2024 executive pool was 72% (applies to NEO framework; see performance section) . |
| Perquisites | No excessive perquisites policy | Company states no excessive perquisites for NEOs; policy-level disclosure . |
Performance Compensation
Annual Cash Incentive Framework (company-level mechanics applicable to executive officers)
| Metric | Weighting | 2024 Target | 2024 Actual | Payout/Funding | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue growth (YoY) | 50% (equal focus with profitability) | 6.6% | 0.8% | Overall corporate funding factor 72%; Committee noted revenue metric earned 0% and profitability metric 144% for 2024 (combination produced 72% corporate funding) . | Paid after fiscal year-end . |
| Adjusted income from operations (% of revenue) | 50% (equal focus with revenue) | 15% | 16.5% | See above (144% on profitability portion referenced by Committee letter) . | Paid after fiscal year-end . |
- 2024 company performance (for context): Revenue +0.8% to $4.728B; income from operations +8.6%; GAAP diluted EPS +11.0% .
- NEO cash incentive targets and actual payouts are disclosed; Rockwell’s individual payout is not disclosed as he is not an NEO .
Long-Term Equity Incentives (program design)
| Instrument | 2024 Design | 2025 Design | Vesting/Performance | Notes |
|---|---|---|---|---|
| PSUs (Key Executive Performance Stock Program) | Introduced in 2024; material portion of LTI mix | 50% of equity mix | 3‑year performance period; metrics include adjusted EPS, adjusted revenue, and relative TSR; earned after full 3‑year period . | Strengthens pay‑for‑performance linkage . |
| Time‑based RSUs | Significant component | 50% of equity mix | 4‑year vesting (time‑based) . | — |
| Stock options | Included in 2024 mix | Discontinued beginning 2025 | Typical vesting schedule historically; no new grants from 2025 . | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 18,156 shares as of March 14, 2025 . |
| Ownership as % of outstanding | ~0.03% (18,156 / 57,068,646 shares outstanding as of Mar 14, 2025) . |
| Vested vs unvested | Not disclosed for Rockwell. Beneficial ownership table methodology includes RSUs/Options exercisable within 60 days for each person . |
| Pledging/Hedging | Prohibited for employees and directors under insider trading policy . |
| Stock ownership guidelines | Non‑CEO executive officers must hold shares equal to 2x annual salary; hold 50% of net shares until compliant (effective 2023) . |
| Compliance status | Company discloses compliance for CEO and NEOs; no individual statement for Rockwell (not an NEO) . |
Recent Insider Transactions (Forms 5; ESPP purchases)
| Date | Form | Transaction | Shares | Price | Note |
|---|---|---|---|---|---|
| 10/31/2024 | Form 5 | Acquisition via ESPP | 47 | $160.35 | Voluntary report; period 5/1/2024–10/31/2024 . |
| 04/30/2024 | Form 5 | Acquisition via ESPP | 41 | $184.15 | Voluntary report; period 11/1/2023–4/30/2024 . |
| 10/31/2023 | Form 5 | Acquisition via ESPP | 41 | $184.93 | Voluntary report; period 5/1/2023–10/31/2023 . |
| 04/30/2023 | Form 5 | Acquisition via ESPP | 31 | $240.07 | Voluntary report; period 11/1/2022–4/30/2023 . |
| 10/31/2022 | Form 5 | Acquisition via ESPP | 31 | $245.23 | Voluntary report; period 5/1/2022–10/31/2022 . |
Observation: Recent filings show small periodic ESPP purchases; no sales are reflected in these specific Form 5 disclosures .
Employment Terms
| Topic | Key Terms |
|---|---|
| Start date / tenure | Joined EPAM October 2018; serving as SVP, General Counsel and Corporate Secretary . |
| Employment agreements | EPAM typically does not enter formal employment/change‑in‑control agreements for executives (offer letters used); exception disclosed for a Swiss NEO, not applicable to Rockwell . |
| Severance plan (adopted June 23, 2025) | Executive Severance Plan covers executive officers selected by the Committee; non‑CIC termination (without Cause/for Good Reason): lump sum = 1x base salary + target bonus; 12 months COBRA; unpaid prior‑year bonus if earned; 12‑month acceleration of time‑based RSUs vesting . |
| Change‑in‑control (CIC) economics | Qualifying CIC termination (3 months before to 12 months after CIC): lump sum = 1.5x base salary + target bonus (2x for CEO); 18 months COBRA (24 months for CEO); unpaid prior‑year bonus if earned; 100% acceleration of all equity (PSUs at greater of target or actual unless award agreement states otherwise) . |
| Equity treatment – general | Double‑trigger acceleration if awards are not assumed and the executive experiences qualifying termination after a change in control; retirement, death/disability, and cause are addressed with specific (forfeiture/vesting) rules; post‑retirement PSU earning per award terms . |
| Clawback | Dodd‑Frank/NYSE‑compliant compensation recoupment policy effective 2023; applies to incentive‑based compensation upon financial restatements regardless of misconduct . |
| Hedging/pledging | Prohibited for employees and directors . |
| Tax gross‑ups | Company policy states no excise tax gross‑ups; severance plan uses best‑net approach (full pay or cut‑back to avoid 4999 excise tax) . |
| Non‑compete/Non‑solicit | Severance benefits conditioned on execution of release and continued compliance with restrictive covenants; violation can cease/require repayment of benefits . |
| Plan administration | Compensation Committee administers; ERISA “top hat” unfunded welfare plan; plan info lists General Counsel as agent for service . |
Company Performance (context for pay-for-performance)
| Metric | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|
| Revenues ($) | 1,842,912,000* | 2,293,798,000* | 2,659,478,000* | 3,758,144,000* | 4,824,698,000* | 4,690,540,000* | 4,727,940,000* |
| EBITDA ($) | 282,814,000* | 347,681,000* | 441,130,000* | 628,203,000* | 799,052,000* | 681,468,000* | 692,928,000* |
Values retrieved from S&P Global.*
Governance, Compensation Design, and Shareholder Feedback
- Compensation design best practices include double‑trigger CIC vesting, meaningful ownership guidelines (CEO 10x salary; non‑CEO executives 2x), annual say‑on‑pay, robust clawback, prohibition on repricing/options without shareholder approval, and no hedging/pledging .
- 2024 say‑on‑pay support: 93.7%, reflecting shareholder approval of program changes including the new PSU program and equity mix evolution .
- 2025 mix eliminates options; NEO equity from 2025: 50% PSUs / 50% RSUs (CEO 50% PSUs / 50% RSUs) .
Investment Implications
- Alignment and incentives: Introduction of PSUs (adj. EPS, adj. revenue, relative TSR) and elimination of options in 2025 strengthens pay‑for‑performance and reduces leverage to option volatility; meaningful ownership guidelines and anti‑pledging policy reinforce alignment .
- Retention and change‑in‑control economics: The June 2025 Executive Severance Plan formalizes severance (1x non‑CIC; 1.5x CIC; equity acceleration with PSUs at ≥ target or actual), which improves retention certainty but modestly increases potential CIC costs; benefits are conditioned by double‑trigger and restrictive covenants .
- Insider trading pressure: Recent filings show small ESPP purchases and no reported sales in these disclosures, suggesting limited near‑term selling pressure from Rockwell; beneficial ownership at 18,156 shares is modest relative to shares outstanding (~0.03%) .
- Transparency: As a non‑NEO executive, Rockwell’s individual pay levels are not disclosed, limiting precision in pay-for-performance calibration; nonetheless, company‑wide funding and program mechanics indicate strong linkage to revenue and profitability outcomes (2024 corporate funding 72%) .
Sources: Executive biography, roles, and ages ; compensation design, metrics, outcomes, and policies ; beneficial ownership ; equity treatment on termination/CIC ; Executive Severance Plan (June 26, 2025) .