Karl Robb
EPAM SystemsAbout Karl Robb
Karl Robb, age 62, is an independent director of EPAM and has served on the Board since 2004 (21 years of tenure as of April 9, 2025). His background includes senior operating roles in IT services across North America and Europe, notably as EPAM’s Executive Vice President and President of EU Operations (2004–2015) and co-founder of Fathom Technology Kft. (2001–2004). The Board classifies him as independent under NYSE standards, and he is a Class I director nominated for re‑election in 2025. Birthplace: United Kingdom; core credentials include leadership, global business development, technology and innovation, sales and marketing, and prior public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EPAM Systems, Inc. | Executive Vice President and President of EU Operations | 2004–2015 | Led EU operations; strategic, sales, and operational contributions |
| Fathom Technology Kft. | Co‑Founder | 2001–2004 | Early-stage software company leadership; foundational tech expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noventiq Holdings plc | Director (public company) | Not disclosed | Public company board experience; potential network and market insights |
| Ajax Systems | Director (private) | Not disclosed | Industry advisory perspective; non-public governance role |
Board Governance
| Attribute | Detail |
|---|---|
| Committee memberships | None |
| Committee chair positions | None |
| Independence status | Independent (Board determined all directors except the CEO are independent) |
| Years of service on EPAM board | 21 years (Director since 2004; tenure table shows 21) |
| Board meeting attendance (2024) | Each director attended at least 75% of Board and committee meetings; Board held 9 meetings |
| Executive sessions | Independent directors regularly schedule and hold executive sessions |
| Lead Independent Director | Richard Michael Mayoras (appointed 2024) |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual retainer (cash) | 65,000 | Standard Board retainer (6) |
| Committee membership fees | 0 | No committee roles |
| Committee chair fees | 0 | Not a chair |
| Meeting fees (>10 meetings) | Not disclosed as paid | Eligible only if >10 meetings; no specific payment disclosed for 2024 |
| Other compensation (consulting) | 94,000 | Independent contractor agreement with EPAM |
| Total cash/other | 159,000 | Retainer + consulting |
Performance Compensation
| Equity Grant (2024) | Grant Date | Units | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual Board grant) | May 31, 2024 | 1,051 | 187,004 | Fully vest May 31, 2025; pro‑rata vesting if Board service terminates earlier | Directors may elect deferral under the Non‑Employee Directors Deferral Plan (2) |
| Performance Metric | Applies to Director Compensation? | Details |
|---|---|---|
| Revenue growth / EPS / TSR | No | Non‑employee director compensation consists of cash retainers and annual RSUs; performance‑vesting awards are discussed for executives, not directors |
Other Directorships & Interlocks
| Company | Relationship to EPAM | Potential Interlock/Conflict Considerations |
|---|---|---|
| Noventiq Holdings plc (public) | Karl Robb serves as Director | Board’s related‑party review reported no material related person transactions in 2024; pre‑cleared categories include service as a director of another organization, subject to limits and facts |
| Ajax Systems (private) | Karl Robb serves as Director | Same as above; no material related person transactions disclosed in 2024 |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Leadership | Senior executive roles at EPAM and co‑founder background |
| Global Business | Extensive experience across North America and Europe; EU operations leadership |
| Technology & Innovation | Founding software company experience; IT services domain expertise |
| Sales & Marketing | Strategy and business development experience |
| Public Company Board | Noventiq board role |
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned (as of March 14, 2025) | 6,367 | Includes 1,051 RSUs granted May 31, 2024 and any deferred shares, if applicable |
| Shares outstanding | 57,068,646 | Company total outstanding as of March 14, 2025 |
| Ownership as % of outstanding | ≈0.011% | Computed from 6,367 ÷ 57,068,646; underlying figures cited above |
| Vested vs. unvested breakdown | Not disclosed | RSUs vest May 31, 2025; pro‑rata upon Board service termination |
| Pledging/Hedging | Prohibited; none pledged | Company policy prohibits pledging/hedging; none pledged by directors |
| Stock ownership guidelines | 10x annual retainer; 100% net shares held until compliant | All non‑employee directors except Mr. Roman met/exceeded or were expected to meet guidelines; directors must hold 100% of net shares until compliant |
Governance Assessment
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Strengths
- Long tenure and deep EPAM operating experience provide continuity and strategic insight; Board affirms independence and maintains robust governance practices (majority independent; executive sessions; proxy access; majority voting in uncontested elections) .
- Director compensation structure is simple and equity‑aligned (retainer + annual RSUs), with stock ownership guidelines reinforcing alignment; no hedging or pledging permitted .
- Board advancing shareholder‑friendly amendments to declassify the Board and eliminate supermajority voting, and achieved strong Say‑on‑Pay support in 2024 (93.7%)—signals responsiveness to investors .
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Risks / RED FLAGS
- Consulting fees: Karl Robb received $94,000 for consulting under an independent contractor agreement. While the Board deems him independent, non‑employee director consulting relationships can pose perceived conflicts and warrant close monitoring of scope, approval, and ongoing independence assessments .
- Committee engagement: No current committee memberships. Lack of committee roles may limit direct influence over audit, compensation, or governance oversight compared to peers; however, independence and full Board participation are maintained .
-
Related party / conflicts
- The Nominating & Corporate Governance Committee reported no related person transactions in 2024; the Company’s policy outlines pre‑cleared transaction categories and rigorous review procedures for potential conflicts .
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Attendance and engagement
- Board met 9 times in 2024; each director attended at least 75% of their meetings. The Board conducts regular executive sessions of independent directors .
-
Compensation structure observations
- Mix favors equity via RSUs ($187,004) over cash retainer ($65,000), which supports alignment; consulting fees ($94,000) are atypical and should be scrutinized for independence optics .
Overall signal: Long-tenured, independent director with deep EPAM and European operations expertise; equity‑aligned compensation and compliance with ownership guidelines are positives. The consulting arrangement is the primary governance sensitivity; continued transparency and Committee oversight mitigate, but investors may prefer elimination or strict guardrails to preserve independence optics .