Helen Shan
EPAM SystemsAbout Helen Shan
Helen Shan, age 57, has served as an Independent Director of EPAM since 2018 and is currently Chair of the Audit Committee and a member of the Compensation Committee. She is recognized by the Board as an “audit committee financial expert.” Her career includes senior finance and commercial leadership roles at FactSet (EVP & CFO 2018–2021; EVP & Chief Revenue Officer 2021–2024; EVP & CFO 2024–Present), Mercer (CFO 2014–2018), and Marsh & McLennan (Vice President & Treasurer 2013–2014). As of the 2025 proxy, her Board tenure is 6 years and she is standing as a Class I nominee with a term expiring in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FactSet Research Systems | Executive Vice President & Chief Financial Officer | 2018–2021 | Financial leadership and public-company reporting oversight |
| FactSet Research Systems | Executive Vice President & Chief Revenue Officer | 2021–2024 | Commercial leadership; global go-to-market execution |
| FactSet Research Systems | Executive Vice President & Chief Financial Officer | 2024–Present | Financial leadership; capital allocation strategy |
| Mercer | Chief Financial Officer | 2014–2018 | Global finance stewardship; strategic planning |
| Marsh & McLennan Companies | Vice President & Treasurer | 2013–2014 | Corporate treasury; capital markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| S.C. Johnson College of Business, Cornell University | Member, Johnson Advisory Council | Not disclosed | Education engagement; advisory capacity |
| Other Public Company Boards | Director | N/A | None |
Board Governance
| Body | Role | 2024 Meetings | Composition Notes |
|---|---|---|---|
| Audit Committee | Chair | 8 | All members independent; Shan, Roman, Vargo designated “audit committee financial experts”; Cybersecurity Subcommittee comprised of McMahon and Roman |
| Compensation Committee | Member | 7 | All members independent; scope includes executive pay design, incentives, succession planning; members: Smart (Chair), Mayoras, Shan |
| Board of Directors | Director | 9 | Each director attended at least 75% of Board and committee meetings in 2024 |
- Stockholder engagement: EPAM initiated an annual Stockholder Outreach Program in 2024 led by Ronald Vargo (NGC Chair) and Helen Shan (Audit Chair), alongside General Counsel and Head of IR .
- Audit Committee report: Committee reviewed audited financials, discussed PCAOB/SEC matters with Deloitte, confirmed auditor independence, and recommended inclusion of audited financials in the 2024 Form 10-K .
- Independence: The Board determined Audit and Compensation Committee members are independent under NYSE and applicable SEC rules .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Board Retainer | $65,000 | Non-employee director cash retainer |
| Audit Committee Chair Fee | $25,000 | Chair premium |
| Compensation Committee Member Fee | $10,000 | Member cash fee |
| Total Cash Fees | $100,000 | Sum of retainer + committee fees |
- Director compensation program: Non-employee directors receive an annual cash retainer (electable in shares), an annual RSU grant, and additional cash for Lead Independent Director/chair/member roles; additional per-meeting fees apply if Board/committee meetings exceed 10 in a year; RSU receipt may be deferred under the Non-Employee Directors Deferral Plan .
Performance Compensation
| Equity Award (2024) | Grant Date | Units | Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual RSU Grant | May 31, 2024 | 1,051 | $187,004 | Fully vests May 31, 2025; pro-rata vesting upon Board service termination |
- Options/Performance awards: No option awards or performance-conditioned director equity disclosed; program consists of time-based RSUs for directors .
- Deferral option: Directors may defer receipt of shares delivered upon RSU conversion until retirement, per the Non-Employee Directors Deferral Plan .
Other Directorships & Interlocks
| Item | Status | Evidence |
|---|---|---|
| Other public company directorships | None | “Other Public Company Boards None” in bio |
| Compensation Committee interlocks | None requiring Item 404 disclosure | Committee members (Smart, Mayoras, Shan) had no relationships requiring disclosure in 2024 |
Expertise & Qualifications
- Financial management expertise; leadership; global business; M&A; sales & marketing .
- Audit committee financial expert designation under Item 407(d)(5) of Regulation S-K .
- Board skills matrix indicates “Financial,” “Leadership,” “Global Business,” “Mergers & Acquisitions,” and “Sales & Marketing” competencies; tenure 6 years as of the 2025 proxy .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of SO | Notes |
|---|---|---|---|
| Helen Shan | 4,927 | <1% | Includes 1,051 RSUs granted May 31, 2024 and any deferred shares; SO (as of Mar 14, 2025) = 57,068,646 |
| Guideline | Requirement | Compliance | Holding Rule |
|---|---|---|---|
| Director Stock Ownership | 10x annual retainer | All non-employee directors except Mr. Roman met or were expected to meet within the grace period as of Dec 31, 2024 | Directors must hold 100% of net shares until achieving guideline |
- Hedging/Pledging: EPAM policy prohibits pledging or hedging of company stock by directors and employees .
Governance Assessment
- Board effectiveness: Shan’s audit chair role, audit committee financial expert status, and documented execution of audit oversight processes support investor confidence in financial reporting integrity .
- Independence and engagement: Committee independence, robust meeting cadence (Audit: 8; Compensation: 7), and her leadership in stockholder outreach indicate active, independent oversight and investor engagement .
- Ownership alignment: Beneficial ownership and director ownership guidelines (10x retainer) with mandatory holding until compliance, and anti-hedging/pledging policies, align directors with long-term shareholder value; compliance is broadly achieved across directors .
- Compensation governance signal: 2024 say-on-pay received 93.7% support, and EPAM advanced performance-linked equity for executives; while not directly relevant to director pay, it reflects Compensation Committee rigor (Shan member) and shareholder alignment .
- Potential conflicts/red flags: No Item 404 related-party relationships involving Compensation Committee members; no option repricing or liberal share recycling per plan governance; no evidence of related-party transactions involving Shan’s external employer (FactSet) disclosed. Monitor potential time-commitment risk given concurrent CFO role at FactSet, though attendance thresholds were satisfied in 2024 .
- Governance improvements: Board advancing declassification and elimination of supermajority provisions in 2025 (following strong 2024 advisory support), improving accountability through annual elections—another positive governance signal .