Eugene Roman
EPAM SystemsAbout Eugene Roman
Eugene Roman, age 67, has served as an independent director of EPAM Systems since 2020. He is a seasoned technology and telecommunications executive with 35+ years of experience, designated by EPAM as an “audit committee financial expert,” and currently serves on the Audit Committee and its Cybersecurity Subcommittee. His core credentials span financial acumen, leadership, global business operations, technology and innovation, and M&A execution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Design AI Ltd. | Principal | 2019–Present | AI/technology advisory; entrepreneurship |
| Metrolinx | Chief Information Officer | 2020–2021 | Enterprise IT modernization and resilience |
| Canadian Tire Corporation | Executive Vice President | 2012–2018 | Digital transformation and operations leadership |
| Nortel Networks; Bell Canada Enterprises; Open Text | Senior technology and business roles | Various years | Progressive leadership in telecom/software |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lakeland Holding Ltd. | Director | Not disclosed | Board governance |
| York University | Board of Governors | Not disclosed | Finance & Audit; Governance & HR Committees |
| The Stars Group | Director (Past 5 years) | Not disclosed | Public company board experience (past, none current) |
Board Governance
- Committee assignments: Member – Audit Committee; Member – Cybersecurity Subcommittee under the Audit Committee; designated “audit committee financial expert” (with Shan and Vargo) .
- Independence: The Board determined all directors other than the CEO are independent; Roman is independent under NYSE and SEC rules .
- Attendance and engagement: EPAM held 9 Board meetings in 2024; each director attended at least 75% of total Board and committee meetings; the Audit Committee met 8 times .
- Board composition and quality: Skills include Financial, Leadership, Global Business, Technology & Innovation, M&A; tenure since 2020 contributes to institutional knowledge and cybersecurity oversight .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $65,000 | Standard non-employee director retainer |
| Audit Committee member fee (cash) | $13,000 | Committee membership fee |
| Total cash fees (2024) | $78,000 | No meeting fees disclosed (Board held 9; threshold >10) |
| Director compensation policy | — | Non-employee directors receive cash retainer plus annual RSUs; optional deferral plan for RSU settlement |
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual Board grant) | May 31, 2024 | 1,051 | $187,004 | Fully vests May 31, 2025; pro-rata vesting upon Board service termination |
Directors receive time-based RSUs; no performance metrics apply to director equity awards (performance-based PSUs apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Status | Notes |
|---|---|---|
| The Stars Group | Past 5 years | No current public company boards; no interlocks disclosed with EPAM customers/suppliers . |
| Current public company boards | None | No current public company directorships . |
Expertise & Qualifications
- Financial and technology expertise; audit committee financial expert designation; global business leadership; M&A execution; cybersecurity oversight via subcommittee role .
- Board skills matrix confirms Financial, Leadership, Global Business, Technology & Innovation, M&A .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 1,551; <1% of shares outstanding |
| Ownership guideline (directors) | 10x annual retainer; mandatory hold of 100% of net shares until compliance |
| Compliance status | All non-employee directors except Mr. Roman met/exceeded guidelines as of Dec 31, 2024 or were expected to do so within grace period (indicates Roman below guideline, within grace period) |
| Hedging/pledging policy | Prohibits hedging/derivatives and pledging; no employees/directors have pledged EPAM stock |
Governance Assessment
- Strengths: Independent director with audit committee financial expertise; active on Audit and Cybersecurity Subcommittee, supporting financial reporting integrity and cyber risk oversight; attended at least 75% of meetings, indicating baseline engagement .
- Alignment: Receives standard mix of cash retainer and annual RSUs; modest beneficial ownership (1,551 shares) and RSU grants create some alignment, but below the director ownership guideline as of year-end (grace period applies) .
- Conflicts and risk: No related-party transactions in 2024 involving directors; strong insider trading policy with explicit prohibition on hedging/pledging; no pledges reported, reducing collateral risk .
- Shareholder sentiment: Executive “say-on-pay” support at 93.7% in 2024 indicates generally positive investor view on EPAM’s compensation governance; not director-specific but supports overall governance environment .
- RED FLAGS: Ownership guideline shortfall for Roman as of Dec 31, 2024 (mitigated by grace period); low absolute “skin-in-the-game” relative to guideline target may be viewed as a confidence signal to monitor .