Larry Solomon
EPAM SystemsAbout Larry Solomon
Larry Solomon is Senior Vice President and Chief People Officer at EPAM, overseeing global talent management, acquisition, workforce planning, and HR operations; he joined EPAM in October 2016 after a 30-year career at Accenture and is age 60 as of April 9, 2025 . He holds a B.S. in Business Administration (Finance/MIS; Spanish minor), SUNY Albany, magna cum laude (1986) . Company performance used to fund 2024 NEO cash incentives was driven by revenue growth of 0.8% vs a 6.6% target and adjusted income from operations margin of 16.5% vs 15% target, resulting in a 72% funding coefficient; 2023 funding was 47% on revenue down 2.8% vs 11.9% target and margin 16.3% vs 16.4% target . EPAM’s say‑on‑pay passed with 93.7% support in 2024 and 94.7% in 2023, and the Compensation Committee introduced PSUs in 2024 to strengthen pay‑for‑performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Accenture | Senior Managing Director & North America Operating Officer | 2013–2016 | Oversaw full employee life cycle in U.S. and Canada (resource planning, recruitment, staffing/deployment, performance management) |
| Accenture | Global COO of Human Resources | 2011–2013 | Led global HR operations |
| Accenture | Various leadership roles | 1986–2010 | Multiple leadership positions prior to 2011 |
Fixed Compensation
Multi‑Year Summary Compensation (NEO disclosure)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary ($) | $392,500 | $437,500 | $456,250 | $475,000 |
| Stock awards ($) | $650,170 | $736,764 | $1,006,135 | $1,594,712 |
| Option awards ($) | $650,019 | $849,982 | $999,985 | $1,000,072 |
| Non‑equity incentive plan compensation ($) | $500,000 | $400,000 | $212,000 | $324,000 |
| All other compensation ($) | $11,600 | $11,400 | $15,178 | $13,800 |
| Total ($) | $2,204,289 | $2,435,646 | $2,689,548 | $3,407,584 |
Annual Cash Incentive Targets and Outcomes
| Metric | 2023 | 2024 |
|---|---|---|
| Target bonus ($) | $450,000 | $450,000 |
| Actual bonus paid ($) | $212,000 | $324,000 |
| Payout as % of target | 47% | 72% |
| Corporate metrics used | Revenue growth; Adjusted income from operations % (equal focus) | Revenue growth; Adjusted income from operations % (equal focus) |
Performance Compensation
2024 Annual Cash Incentive Metrics
| Metric | Target | Actual | Achievement/Payout Basis |
|---|---|---|---|
| Revenue growth (YoY) | 6.6% | 0.8% | Contributed to 72% corporate funding |
| Adjusted income from operations (% of revenue) | 15% | 16.5% | Contributed to 72% corporate funding |
Committee applied a 72% funding coefficient for 2024 corporate performance; for NEOs other than CEO, individual performance was considered to confirm awards .
2024 Long‑Term Incentives (granted March 15, 2024; approved Feb 20, 2024)
| Instrument | Grant date | Count/Target | Price/Fair Value | Vesting / Performance | Notes | |---|---|---:|---:|---| | Stock Options | 3/15/2024 | 6,042 options | $298.89 exercise price | 25% on each of 3/15/2025–2028 | Options eliminated from 2025 LTI mix | | RSUs | 3/15/2024 | 3,346 units | Grant-date fair value included in stock awards | 25% on each of 3/15/2025–2028 | Time‑vested | | PSUs (Key Executive Performance Stock Program) | 3/15/2024 | 1,673 (thr) / 3,346 (tgt) / 3,346 (max) shares | $594,626 at target; $1,189,252 at max | 3‑year performance period (1/1/2024–12/31/2026); vest after period based on performance | Metrics include TSR, adjusted revenue growth, adjusted EPS; ASC 718 value based on probable (target) |
Beginning 2025: mix shifts to 50% PSUs / 50% RSUs; options removed to increase performance orientation .
Equity Ownership & Alignment
Beneficial Ownership and Guideline Compliance
| Item | Value |
|---|---|
| Shares beneficially owned | 45,838 shares (<1%) |
| Ownership guideline (non‑CEO execs) | 2x annual salary; must hold 50% of net shares until compliant |
| Compliance status | All NEOs (incl. Solomon) met or exceeded as of 12/31/2024 |
| Pledging / hedging | Prohibited for employees and directors; no pledging by employees/directors |
Outstanding Awards at 12/31/2024
| Award | Status | Detail |
|---|---|---|
| Options (exercisable) | 25,779 options (sum of tranches) | 3,299 @ $112.62 exp 3/23/2028; 6,721 @ $169.13 exp 3/29/2029; 7,392 @ $175.22 exp 3/27/2030; 3,499 @ $387.74 exp 3/26/2031; 3,280 @ $266.75 exp 3/25/2032; 1,588 @ $299.00 exp 3/31/2033 |
| Options (unexercisable) | 15,231 options (sum of tranches) | 1,149 @ $387.74 exp 3/26/2031; 3,278 @ $266.75 exp 3/25/2032; 4,762 @ $299.00 exp 3/31/2033; 6,042 @ $298.89 exp 3/15/2034 |
| RSUs (unvested) | 7,685 units; market value $1,796,907 at $233.82 | |
| PSUs (target) | 3,346 units; target value $782,362 at $233.82; performance TBD (2024–2026) |
2024 Insider Transactions (value realized)
| Transaction | Shares | Value |
|---|---|---|
| Options exercised | 5,350 | $1,016,500 |
| Stock awards vested | 2,542 | $748,904 |
Vesting cadence for 2024 grants is annual on March 15, 2025–2028, a potential periodic supply event; options also vest on those dates, increasing exercisable supply on similar cadence .
Employment Terms
| Element | Terms |
|---|---|
| Employment agreement | No formal employment agreement disclosed for Solomon (EPAM generally avoids executive employment agreements; exception for Fejes due to Swiss law) |
| Severance | No formal severance plan for NEOs; no guaranteed bonuses; no “golden parachutes” |
| Change‑of‑control (CoC) | “Double‑trigger” equity acceleration; no single‑trigger vesting |
| Acceleration values (Solomon) | Qualifying termination within 1 year post‑CoC: RSUs $1,796,907; PSUs $733,681; total $2,530,588; Options $0 (based on $233.82 price less exercise price) |
| Death/Disability acceleration (Solomon) | RSUs $1,796,907; PSUs $782,362; total $2,579,268 (assumes 2+ years of service) |
| Retirement acceleration | As of 12/31/2024, only CEO qualified; Solomon not eligible for retirement acceleration |
| Clawback | Compensation Recoupment Policy (Rule 10D‑1/NYSE 303A.14) covering cash and equity, 3‑year lookback on restatements |
| Hedging/pledging | Prohibited under insider trading policy |
Performance Compensation – Program Design Notes
- The annual incentive framework places equal focus on revenue growth and profitability (adjusted income from operations) for corporate funding; NEO awards (other than CEO) can be adjusted for individual performance .
- PSUs introduced in 2024 align with long‑term performance in TSR, adjusted revenue growth, and adjusted EPS over 2024–2026, vesting at the end of the period; 2025 LTI mix removes options and uses 50% PSUs / 50% RSUs for stronger performance alignment .
Investment Implications
- Alignment and incentives: High equity orientation with PSUs tied to multi‑year TSR/revenue/EPS and prohibition on hedging/pledging increases alignment; compliance with 2x salary ownership guideline for Solomon further supports skin‑in‑the‑game .
- Selling pressure and vesting overhang: Annual March 15 vesting (2025–2028) for RSUs and option tranches plus a sizable pool of unexercisable options turning exercisable could create periodic supply; 2024 realized exercises indicate willingness to monetize options when in the money .
- Retention risk: Lack of cash severance or CoC cash payments means retention relies on unvested equity; double‑trigger CoC protections mitigate abrupt loss but reduce cash safety nets, implying moderate retention risk anchored to equity .
- Pay‑for‑performance rigor: 2024 cash payout at 72% with revenue below target but margin above target, and strong say‑on‑pay support (93.7%) suggest investors view the framework as balanced and responsive to performance; the 2024 shift to PSUs strengthens forward alignment .
- Governance and risk: Robust clawback, prohibition on repricing and pledging/hedging, and no excise tax gross‑ups reduce governance red flags; no related‑party transactions disclosed since 2023 start .