Jill Smart
EPAM SystemsAbout Jill Smart
Independent Director at EPAM since 2016; age 65; Chair of the Compensation Committee. Career spans over 20 years in consulting and human capital leadership, including Chief Human Resources Officer at Accenture (2004–2014) and President of the National Academy of Human Resources (2015–2023; President Emeritus 2023–2024). Core credentials: leadership, global business, and human capital expertise; public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture | Chief Human Resources Officer | 2004–2014 | Led global HR; executive compensation and talent strategy |
| Accenture | Various positions of increasing authority | 1981–2004 | Senior leadership development |
| National Academy of Human Resources | President | 2015–2023 | Industry leadership in HR standards |
| National Academy of Human Resources | President Emeritus | 2023–2024 | Advisory role |
| JBSmart Consulting, LLC | Founder & CEO | 2021–Present | Human capital advisory |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| World Kinect Corporation | Director | Public company board | Current directorship |
| HireRight Holdings Corporation | Director (past five years) | Public company board | Prior public board |
| AlixPartners | Director | Private company | Advisory/board role |
| Cerity Partners | Advisory Board Member | Private | Wealth management advisory |
| Certree | Advisory Board Member | Private | Advisory |
| SucceedSmart | Advisory Board Member | Private | Advisory |
| University of Illinois Chicago Athletic Advisory Board; Gies College of Business Dean’s Business Council | Member | Academic/Non-profit | Advisory roles |
| Goodman Theater | Trustee | Non-profit | Governance role |
Board Governance
- Independence: EPAM’s Board determined all directors other than the Chair/CEO are independent under NYSE and SEC rules; Smart is independent .
- Committee assignments: Chair – Compensation Committee; not a member of Audit or Nominating & Corporate Governance .
- Committee meetings (2024): Compensation Committee held 7 meetings ; Audit 8 ; Nominating & Corporate Governance 5 .
- Board attendance: The Board held 9 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board structure and stockholder rights: In 2025, stockholders approved declassification of the Board and elimination of supermajority provisions; bylaw conforming amendments adopted .
- Lead Independent Director: Role in place; independent directors regularly hold executive sessions .
| Governance Item | Detail |
|---|---|
| Director class/term | Class II; current term through 2026 (pre-declassification) |
| Independence | Independent Director |
| Committees | Compensation (Chair) |
| Attendance | ≥75% attendance in 2024; attended annual meeting |
| Board changes (2025) | Declassification and majority vote adopted |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $65,000 (6) | Non-employee director retainer |
| Committee chair fee (Compensation Committee) | $20,000 (11) | Chair stipend |
| Total cash fees | $85,000 (11) | Sum of retainer + chair fee (11) |
| Meeting fees | Policy for >10 meetings/year (Board or committee) – additional cash per meeting (in-person/telephonic tiers) | Not triggered/disclosed for Smart |
| Equity Grant (2024) | Shares/Units | Grant Date | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Annual RSU grant | 1,051 RSUs (2) | May 31, 2024 (2) | Fully vests May 31, 2025; pro rata vesting upon termination (2) | $187,004 |
- Deferral option: Directors may defer RSU share delivery until retirement (July 15 following retirement or 1–5 annual installments) under the Non-Employee Directors Deferral Plan .
Performance Compensation
Directors do not receive performance-based cash incentives or PSUs; equity grants are time-based RSUs only .
| Performance Metric | Weight | Target/Outcome | Applies to Director Compensation? |
|---|---|---|---|
| Performance-vested PSUs (Revenue/EPS/TSR) | N/A | N/A | No – Directors receive time-based RSUs only |
Other Directorships & Interlocks
| Company | Relationship to EPAM | Potential Interlock/Exposure |
|---|---|---|
| World Kinect Corporation | Smart is Director | Ordinary-course arrangements reviewed; no related person transactions requiring disclosure since beginning of 2024 |
| HireRight Holdings (past five years) | Smart formerly Director | Same as above |
| AlixPartners (Director) and listed advisory boards | Smart is Director/Advisor | Same as above; policy and reviews for related person transactions in place |
- Related-party transactions: None approved or ratified since the beginning of 2024; ordinary-course vendor/customer arrangements involving directors were reviewed with necessary recusals and determined no direct/indirect material interests .
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Leadership; Global Business; Human Capital; Public Company Board | Listed key qualifications for Smart ; Board matrix reflects human capital and leadership focus |
| Compensation governance | Chair of Compensation Committee; authored Compensation Committee letter/report |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jill Smart | 7,952 | ~0.014% (7,952 ÷ 57,068,646) | Includes RSUs/settlement-eligible shares per SEC rules |
- Shares outstanding (as of March 14, 2025): 57,068,646 .
- Hedging/pledging: Prohibited for employees and directors; no pledges of EPAM stock by employees/directors .
- Ownership guidelines: Non-employee directors must hold 10x annual retainer; directors must hold 100% of net shares until in compliance; all non-employee directors except Mr. Roman met or expected to meet guidelines as of Dec 31, 2024 .
- Deferral: RSU deferral available; see Fixed Compensation .
Compensation Committee Analysis
| Item | Detail |
|---|---|
| Composition (2024) | Jill Smart (Chair), Richard Michael Mayoras, Helen Shan – all independent |
| Meetings (2024) | 7 |
| Responsibilities | Executive pay decisions; equity plans; succession planning; Board compensation; risk assessment; ability to retain independent advisors |
| Independent compensation consultant | Pay Governance LLC; no conflicts; services included peer reviews, share usage/dilution, program design including performance stock program |
| Interlocks & insider participation | No interlocks; no relationships requiring Item 404 disclosure; no members are current/former EPAM officers |
Fixed Compensation (Director Compensation Summary – 2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jill Smart | $85,000 (11) | $187,004 | $272,004 |
- No option awards; no non-equity incentive plan compensation; no other compensation disclosed for Smart .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote support for executive compensation: 93.7% .
- 2025 advisory vote results (exec compensation): For 43,624,572; Against 2,644,733; Abstain 159,542; Broker non-votes 5,401,225 .
- Governance enhancements: 2025 stockholders approved declassification, majority voting, opt-out of DGCL §203, and officer exculpation; bylaws conformed accordingly .
Governance Assessment
- Strengths: Independent status; Chair of Compensation Committee with robust process and independent consultant; clear stock ownership guidelines and mandatory holding until compliance; prohibition of hedging and pledging; no related party transactions; Board declassification and majority vote improvements .
- Engagement: Board and committees conduct executive sessions; stockholder outreach led by committee chairs; responsiveness to stockholder proposals (declassification) .
- Attendance/Commitment: ≥75% attendance standard met in 2024; committee workload evidenced by 7 Compensation Committee meetings .
- RED FLAGS: None disclosed (no hedging/pledging; no related-party transactions; no compensation interlocks) .
Overall, Smart’s governance profile—anchored by independent oversight of executive pay, strong ownership alignment policies, and absence of conflicts—supports investor confidence in EPAM’s board effectiveness .