Jason Peterson
EPAM SystemsAbout Jason Peterson
Jason Peterson (age 62) is Senior Vice President, Chief Financial Officer and Treasurer of EPAM, leading Global Finance, Corporate Development, and Procurement; he joined EPAM in 2017 after senior finance roles at Cognizant, E&C Medical Intelligence, ATI Technologies, Philips Semiconductors, and Hewlett-Packard. He holds an MBA from Columbia Business School and a BA in Economics from Claremont McKenna College . In 2024, EPAM delivered revenue growth of 0.8%, GAAP operating margin of 11.5%, and GAAP EPS growth of 11.0% YoY, with non-GAAP operating margin of 16.5%—key performance anchors for Peterson’s pay-for-performance framework . Over 2020–2024, the “value of initial $100” TSR metric was $110.21 for 2024 (per SEC Pay vs. Performance table), and relative TSR vs. the S&P 500 IT Index is embedded in PSU design, directly tying Peterson’s long-term pay to shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EPAM Systems | SVP, CFO & Treasurer | 2017–Present | Leads Global Finance, Corporate Development, Procurement; responsible for capital allocation and M&A underwriting |
| Cognizant Technology Solutions | VP Finance, M&A and Due Diligence; prior CFO of Emerging Business Accelerator; led Corporate FP&A | 2008–2017 | Drove inorganic growth diligence and finance transformation programs |
| E&C Medical Intelligence | Chief Financial Officer | Not disclosed | Venture-backed software/services CFO experience |
| ATI Technologies; Philips Semiconductors; Hewlett-Packard | Finance/Accounting roles | Not disclosed | Blue-chip and semiconductor finance foundation |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $493,750 | $525,000 | $600,000 |
| Annual Cash Incentive – Target | $500,000 | $282,000 | $600,000 |
| Annual Cash Incentive – Actual | $500,000 | $282,000 | $432,000 (72% of target) |
| All Other Compensation | $11,400 | $14,488 | $16,293 |
| Total Compensation | $3,338,381 | $6,848,624 | $4,940,946 |
Notes:
- 2024 corporate funding factor for short-term incentives was 72% based on revenue and adjusted operating income performance; the CEO’s payout is 100% formulaic while other NEOs, including CFO, include individual performance validation; Peterson’s actual award was $432,000 (72%) .
Performance Compensation
- 2024–2026 Key Executive Performance Stock Program (PSUs): 3-year program with annual goal-setting for Adjusted Revenue Growth and Adjusted EPS, plus 3-year relative TSR vs S&P 500 IT Index. Weightings: 37.5% Adjusted Revenue Growth, 37.5% Adjusted EPS, 25% Relative TSR. Vesting is at end of 3-year period; earned between 50%–200% of target based on performance .
| PSU Metric | Weight | Target | 2024 Actual | Payout % for 2024 tranche | Vesting |
|---|---|---|---|---|---|
| Adjusted Revenue Growth | 37.5% | 3.4%–6.6% for 100%; 13.2% for max | 0% (below threshold) | 0% | PSUs vest at end of 3-year period (FY24–FY26) |
| Adjusted EPS | 37.5% | $10.12 for 100%; $11.35 for max | 144% | 144% | PSUs vest at end of 3-year period (FY24–FY26) |
| Relative TSR (vs S&P 500 IT Index) | 25% | 55th percentile for 100%; 85th percentile for max | Not yet certified | TBD at end of FY26 | PSUs vest at end of 3-year period (FY24–FY26) |
- 2024 Short-term (Cash) Incentive: Corporate factor 72% (0% on revenue, strong profitability performance), yielding CFO payout at 72% of target .
| Short-term Incentive (2024) | Target ($) | Min/Max ($) | Payout ($) | Payout % |
|---|---|---|---|---|
| CFO (Peterson) | $600,000 | $0 / $1,200,000 | $432,000 | 72% |
- Equity Mix and Trends:
- 2024 awards included PSUs, RSUs, and stock options; beginning 2025, options eliminated and NEO equity mix is 50% PSUs / 50% RSUs—reducing optionality risk and increasing performance linkage .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 54,824 shares (<1%); includes 31,442 options exercisable within 60 days of Mar 14, 2025 |
| Stock Ownership Guidelines | Non-CEO executives: 2x annual salary; must hold 50% of net shares until met; CFO met/exceeded as of Dec 31, 2024 |
| Hedging/Pledging | Hedging and pledging prohibited; none of employees/directors have pledged EPAM stock |
| 2024 Insider Flows | Options exercised: 2,000 ($281,760 value realized); RSUs vested: 7,000 ($2,090,165 value realized). Company withholds shares for taxes upon vest |
| 2025 Plan | New LTIP approved May 22, 2025; replaces 2015 plan; supports continued PSU/RSU grants |
Outstanding equity at 12/31/2024 (selected grants):
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| Stock Options | 1,088 | — | $169.13 | 3/29/2029 | Exercisable line item |
| Stock Options | 9,726 | — | $175.22 | 3/27/2030 | Exercisable line item |
| Stock Options | 4,775 | 1,591 | $387.74 | 3/26/2031 | Split ex/unex |
| Stock Options | 4,822 | 4,822 | $266.75 | 3/25/2032 | Split ex/unex |
| Stock Options | 2,382 | 7,143 | $299.00 | 3/31/2033 | Split ex/unex |
| Stock Options | — | 9,063 | $298.89 | 3/15/2034 | 2024 grant; 25% vest annually 2025–2028 |
| Unvested RSUs | — | 18,168 | — | — | Market value $4,248,042 at 12/31/2024 |
| Unvested PSUs (Target) | — | 5,020 | — | — | Market value $1,173,776 at 12/31/2024; outcome subject to FY24–FY26 performance |
Vesting schedules:
- RSUs: 25% on each of Mar 15, 2025/2026/2027/2028 (for 2024 grant) .
- Options: 25% on each of Mar 15, 2025/2026/2027/2028 (for 2024 grant) .
- PSUs: 3-year performance period (Jan 1, 2024–Dec 31, 2026) with certification in Q1 2027 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | No formal severance/employment agreement disclosed for CFO; EPAM generally does not use executive employment contracts (except required by local law for one NEO) |
| Severance | No formal severance plan for NEOs; no guaranteed bonuses; no “golden parachutes” |
| Change-in-Control (CIC) | Double-trigger equity acceleration if awards not assumed and CFO is terminated without cause or resigns for good reason within 1 year post-CIC |
| Death/Disability | Equity vests (100% with ≥2 years of service; 50% if <2 years); PSUs deemed earned at target for acceleration calculation |
| Retirement | For awards granted ≥1 year before retirement; age ≥60; ≥5 years’ service; age+service ≥70—RSUs/options vest; PSUs remain eligible per plan at end of performance; as of 12/31/2024 only CEO qualified |
| Clawback | SEC/NYSE-compliant recoupment policy covering cash and equity; 3-year look-back for material restatement |
| Tax Gross-Ups | None for 280G/409A/4999; expressly prohibited |
Potential equity acceleration values (as of 12/31/2024; based on $233.82/share):
- Qualifying termination after CIC: $5,348,783 (RSUs $4,248,042; PSUs $1,100,741; options $0) .
- Death/Disability: $5,421,818 (RSUs $4,248,042; PSUs $1,173,776; options $0) .
Company Performance Context (for pay-for-performance assessment)
| Metric (YoY) | 2023 | 2024 |
|---|---|---|
| Revenue growth | (2.8%) | 0.8% |
| Income from operations growth (GAAP) | — | 8.6% |
| Non-GAAP operating margin | 16.3% | 16.5% |
| GAAP Diluted EPS growth | — | 11.0% |
| Non-GAAP Diluted EPS growth | — | 2.5% |
Capital allocation/market signaling:
- Share repurchase authorization of up to $1 billion announced Oct 21, 2025; CFO emphasized strong free cash flow and balance sheet capacity, balancing returns with AI investments .
Compensation Structure Analysis
- Shift to performance equity: Introduction of PSUs in 2024 and elimination of stock options beginning 2025 (NEO mix 50% PSUs / 50% RSUs) increases performance linkage and lowers risk profile from options-heavy packages .
- Short-term plan calibrated to revenue and profitability with corporate factor at 72% for 2024; underscores discipline against uneven topline recovery .
- Strong governance: No single-trigger CIC acceleration, no gross-ups, clawback in place, prohibitions on hedging/pledging, and robust ownership guidelines—aligning executive/stockholder interests .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 93.7% in favor—investors endorsed program changes including the new performance stock program .
Expertise & Qualifications
- Education: MBA (Columbia); BA Economics (Claremont McKenna) .
- Functional expertise: Corporate finance, FP&A, M&A diligence, and business process transformation; experience across IT services and semiconductors .
- SOX leadership: CFO executed Section 302 and 906 certifications on quarterly reports, evidencing responsibility over disclosure controls and ICFR .
Work History & Career Trajectory
| Organization | Role | Tenure |
|---|---|---|
| EPAM Systems | SVP, CFO & Treasurer | 2017–Present |
| Cognizant | VP Finance, M&A and Due Diligence; CFO of Emerging Business Accelerator; led Corporate FP&A | 2008–2017 |
| E&C Medical Intelligence | CFO | Not disclosed |
| ATI Technologies; Philips Semiconductors; Hewlett-Packard | Finance/Accounting roles | Not disclosed |
Investment Implications
- Alignment and retention: High equity ownership expectations (2x salary) and prohibition on hedging/pledging support long-term alignment; Peterson is in compliance and holds meaningful in-the-money and unvested equity that vests through 2028—lower near-term voluntary attrition risk due to continued vesting and PSU horizon to FY26 .
- Pay-for-performance rigor: 2024 PSU revenue tranche certified at 0% while EPS tranche at 144%, demonstrating willingness to pay for profitable growth rather than revenue irrespective of quality; relative TSR is a third of PSU weighting through FY26, directly linking long-term pay to shareholder outcomes .
- Limited severance economics: Absence of cash severance and reliance on double-trigger equity acceleration shifts “exit” value into performance- and service-contingent equity—shareholder-friendly but could modestly elevate retention sensitivity in down markets; however, 2025 elimination of options reduces underwater-repricing risks and stabilizes equity value via RSUs .
- Capital deployment signaling: The $1B buyback authorization alongside CFO commentary on FCF strength signals confidence in intrinsic value and cash generation; combined with PSU/TSR design, it raises the hurdle for long-term value creation and supports multiple expansion if execution continues .
Net: Peterson’s package is increasingly performance-weighted (PSUs/RSUs), with strict governance guardrails and meaningful unvested equity through FY26–FY28—a structure that aligns well with investors and moderates insider selling pressure despite periodic tax withholdings at vesting .