Gary Abrahams
EPAM SystemsAbout Gary Abrahams
Gary Abrahams is Vice President, Corporate Controller, and Chief Accounting Officer at EPAM Systems; he joined EPAM in 2016 and was named Chief Accounting Officer in April 2017. He is 57 years old as of April 9, 2025, holds a BBA in Accounting from Hofstra University, and has over 25 years of experience in global corporate financial management and public accounting. Company performance metrics used for executive cash incentives in 2024 included year-over-year revenue growth and adjusted income from operations; the Committee applied a 72% corporate funding level based on 0.8% revenue growth vs. a 6.6% target and 16.5% adjusted income from operations vs. a 15% target. Beginning in 2024 EPAM introduced PSUs and, starting in 2025, removed stock options from NEO long-term equity awards, reinforcing pay-for-performance alignment.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EPAM Systems | Independent contractor | Mar 2016–Jun 2016 | Supported finance leadership transition prior to full-time hire |
| EPAM Systems | Vice President, Corporate Controller | Jun 2016–Apr 2017 | Led corporate controllership; prepared for appointment as Principal Accounting Officer |
| EPAM Systems | Chief Accounting Officer (Principal Accounting Officer) | Apr 2017–present | Oversight of accounting, controls, and reporting as CAO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CMF Associates, LLC | Independent contractor | Dec 2015–Mar 2016 | Management and financial advisory engagement |
| Preferred Sands | SVP, Chief Accounting Officer | Jun 2014–Apr 2015 | CAO at oil & gas materials producer |
| Shire Pharmaceuticals | Senior finance roles; last VP Finance Operations – The Americas | May 2006–Apr 2014 | Led Controllers’ teams across the Americas; enhanced finance infrastructure for growth |
| Bracco Diagnostics | Finance and Controller positions | 1994–2006 | Finance leadership at multinational healthcare subsidiary |
| Arthur Andersen LLP | Audit/Accounting (early career) | N/A | Big Four public accounting foundation |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $240,000 (Offer Letter dated May 31, 2016) |
| Target annual bonus | 40% of base salary |
| Initial equity grant | 778 RSUs; grant-date value $50,000, sized by dividing $50,000 by closing price on grant date |
| Eligibility | Annual LTIP grant opportunities; participation in standard U.S. employee plans |
Performance Compensation
2024 Corporate Short-Term Incentive Metrics (applied to NEO cash incentive funding)
| Metric | Target | 2024 Actual | Payout/Result |
|---|---|---|---|
| Revenue growth (YoY) | 6.6% | 0.8% | 72% corporate funding coefficient applied to NEO cash incentives |
| Adjusted income from operations (% of revenue) | 15% | 16.5% | Included in linear interpolation for funding outcome |
• Payout mechanics: NEOs had 0–200% of target payout ranges; payments made after fiscal year-end; final awards considered corporate performance and individual performance (for NEOs other than CEO).
Long-Term Incentive Design (company-wide framework relevant to executive officers)
| Program | Metrics | Performance Period | Vesting |
|---|---|---|---|
| Key Executive Performance Stock Program (introduced 2024) | Adjusted revenue growth, adjusted EPS, and TSR inputs used in grant valuation and performance design; PSUs earned at target for grant-date fair value assumptions | FY2024–FY2026 | PSUs vest after the three-year period based on Committee determination of performance; results not yet determinable as of the 2025 proxy |
| Equity vehicle mix | 2024: PSUs, time-vested RSUs, and stock options; 2025: PSUs and RSUs only (options discontinued) | N/A | Equity awards vest over multi-year schedules; value driven by stock performance and financial results |
Equity Ownership & Alignment
| Metric | 2021 | 2022 | 2024 | 2025 |
|---|---|---|---|---|
| Beneficial ownership – Gary Abrahams (shares) | 2,954 | 1,858 | 2,528 | 3,121 |
| Ownership % of outstanding | <1% (“*” per proxy) | <1% (“*” per proxy) | <1% (“*” per proxy) | <1% (“*” per proxy) |
| Shares outstanding (context) | 56,221,474 | 56,983,752 | 57,995,329 | 57,068,646 |
• Stock ownership guidelines: Non-CEO executive officers must hold shares equal to 2x annual salary; compliance required within five years of becoming subject. Executives must retain 50% of net shares until meeting guidelines.
• Hedging/Pledging: EPAM prohibits pledging and hedging of company stock for employees and directors.
Employment Terms
• Appointment and offer letter: Appointed Principal Accounting Officer on April 11, 2017; initial offer letter dated May 31, 2016 set compensation and equity terms.
• Restrictive covenants: Perpetual nondisclosure; assignment of work; non-solicit/non-compete for one year post-termination.
• Severance/COC: EPAM has no formal severance plan for NEOs or other employees; double-trigger change-of-control required for equity acceleration (unassumed awards accelerate only upon qualifying termination within one year post-COC). No excise tax gross-ups; no “golden parachutes.”
• Death/Disability/Retirement treatment: Equity awards vest in full or part upon death or disability depending on service; beginning with 2022 grants, Section 16 officers meeting age/service thresholds receive retirement acceleration for certain awards; PSUs remain eligible to be earned post-retirement subject to performance.
• Clawback: EPAM’s Compensation Recoupment Policy complies with SEC Rule 10D-1 and NYSE rules; incentive compensation is recoverable for material restatements within three prior fiscal years. Awards subject to clawback provisions under the LTIP.
• No repricing: LTIP explicitly prohibits repricing of underwater options without shareholder approval.
• Related party transactions: None disclosed in connection with Abrahams’s appointment.
Investment Implications
• Alignment and retention: Beneficial ownership remains below 1% but increased to 3,121 shares as of March 14, 2025, up from 2,528 in 2024; mandatory retention (50% net shares) and 2x salary ownership guidelines improve alignment, while the one-year non-compete/non-solicit adds retention friction.
• Pay-for-performance orientation: Corporate cash incentive funding is formulaic and tied to revenue growth and profitability; long-term incentives now emphasize PSUs and RSUs (options removed in 2025), strengthening sensitivity to multi-year performance and stock price.
• Risk controls: Prohibitions on hedging/pledging, robust clawback, no tax gross-ups, and double-trigger COC mechanics reduce shareholder-unfriendly risks and opportunistic selling pressure signals.
• Contractual economics: Absence of formal severance and “golden parachutes,” combined with double-trigger equity treatment, limits change-of-control windfalls and aligns exit economics with continued performance or qualifying termination conditions.