Elaina Shekhter

About Elaina Shekhter

Elaina Shekhter is Senior Vice President, Chief Marketing and Strategy Officer at EPAM Systems; she has been with EPAM since 2001, previously serving as Global Head of Business Development and Global Head of the Travel & Consumer Business Unit, and as CMO from March 2015 through March 2021 . She is 55 years old (as of April 9, 2025) and holds an MS in Information Systems and BS/BA degrees in Economic Theory and Political Science from The American University . Her biography notes advisory roles with the MACH Alliance and engagement in AI and sustainability initiatives . Company performance context during her tenure includes revenue growth dynamics of +28.4% in 2022, -2.8% in 2023, and +0.8% in 2024; non-GAAP operating margins of 16.3% in 2023 and 16.5% in 2024; and non-GAAP diluted EPS of $10.59 in 2023 and $10.86 in 2024 .

Past Roles

External Roles

Fixed Compensation

Not disclosed individually for Ms. Shekhter in proxies (she is an executive officer but not a named executive officer (NEO)). Program-wide context: base salaries for NEOs were unchanged in 2024 vs. 2023 and EPAM emphasizes variable pay tied to performance . Annual executive cash incentives are funded 50/50 by revenue growth and adjusted income from operations; funding was 72% of target in 2024 and 47% in 2023, with CEO awards 100% tied to corporate performance (others may be adjusted for individual performance) .

Performance Compensation

Notes

• EPAM’s “Key Executive Performance Stock Program” was adopted in 2024, using revenue growth, adjusted EPS, and relative TSR with weights of 37.5%/37.5%/25%; PSUs for executives and certain senior leaders earn 50–200% based on performance . Specific grant amounts were disclosed for NEOs; Ms. Shekhter’s award amounts were not individually disclosed .

Equity Ownership & Alignment

• Ownership level is less than 1% of shares outstanding in each year (per proxy notation) .
• EPAM stock ownership guidelines: CEO 10x salary; non-CEO executive officers 2x salary; mandatory holding of 50% of net shares until compliance; executive officers met/exceeded guidelines as of year-end 2023 and 2024, which includes Ms. Shekhter as an executive officer .
• Hedging and pledging of EPAM stock are prohibited; none of EPAM’s employees or directors has pledged EPAM stock, reducing alignment and selling pressure risks .
• Time-based RSUs generally vest 25% per year over 4 years; options generally vest 25% per year over 4 years .

Employment Terms

• EPAM generally does not use employment agreements for U.S. executives; only Mr. Fejes has a local-law agreement (Switzerland). No multi-year guarantees, golden parachutes, or excise tax gross-ups; change-of-control equity acceleration is “double-trigger” only .
• Post-termination equity treatment: death/disability vesting based on tenure; retirement acceleration applies to awards held at least one year for Section 16 officers meeting age/service thresholds; options/RSUs not assumed in a change-of-control accelerate only upon qualifying termination within the protection period .
• PSUs change-of-control: earned portions based on actual or target for incomplete periods; double-trigger immediate vesting upon termination without cause or for good reason within one year after change-of-control .
• Robust clawback policy per Rule 10D-1/NYSE 303A.14 covering incentive-based compensation; PSUs explicitly subject to clawback .

Company Performance (context for pay-for-performance)

Values retrieved from S&P Global.

Notes

• EPAM reported 2024 revenue growth of ~0.8% YoY; GAAP operating margin of 11.5% and non-GAAP operating margin of 16.5%; GAAP diluted EPS $7.84 and non-GAAP diluted EPS $10.86 .
• In 2023, revenue contracted ~2.8%; GAAP operating margin ~11% and non-GAAP operating margin ~16.3%; GAAP diluted EPS $7.06 and non-GAAP diluted EPS $10.59 .
• In 2022, revenue grew ~28.4% and GAAP diluted EPS was $7.09; non-GAAP diluted EPS $10.90 .

Compensation Committee Analysis, Peer Group, and Say-on-Pay

• Pay philosophy emphasizes performance alignment, equity-heavy mix, three-year PSUs (from 2024), and clawbacks; 2025 design no longer includes stock options for NEOs (50% PSUs, 50% RSUs) .
• Peer group updates in 2024/2025 shifted toward companies closer in revenue/market cap (added ASGN, Genpact, PTC; removed Palo Alto Networks, ServiceNow, Splunk, Synopsys) .
• Say-on-Pay approval was ~94.7% in 2023 and ~93.7% in 2024, indicating strong shareholder support; management engaged investors and launched PSUs in response to feedback .

Investment Implications

• Alignment signals: strict prohibitions on hedging/pledging, mandatory ownership/holding requirements, and clawbacks reduce misalignment and hedge-related selling pressure .
• Pay-for-performance: the PSU framework hardwires non-GAAP revenue/EPS and relative TSR over three years (with demonstrated 0% revenue metric payout and 144% EPS metric payout for FY2024), suggesting tighter linkage between realized equity and operating results .
• Retention: absence of cash severance/guarantees, coupled with programmatic vesting for death/disability/retirement and double-trigger change-of-control equity protection, balances retention with shareholder-friendly structures; Ms. Shekhter’s long tenure (since 2001) and compliance with ownership guidelines indicate low immediate retention risk .
• Execution risk: non-GAAP measures in incentive design require scrutiny of adjustments over time; however, investor support and committee oversight (independent consultant, peer references) mitigate pay inflation risk .

Citations

• Executive biography, age, roles, education:
• Company performance highlights:
• Cash incentive structure and funding:
• PSU program details and FY2024 certification:
• Ownership, options exercisable, total shares outstanding:
• Ownership guidelines; hedging/pledging prohibition:
• RSU/option vesting conventions:
• Employment terms, severance/CO provisions:
• PSU CO treatment and clawback references:
• Committee/peer group and say-on-pay results: