Richard Michael Mayoras
EPAM SystemsAbout Richard Michael Mayoras
Independent director at EPAM since 2013 (12 years of service), appointed Lead Independent Director in 2024. Age 62, U.S.-born; core credentials span financial management, executive leadership, human capital, technology/innovation, and sales/marketing. Board roles: Lead Independent Director; member of the Compensation Committee and Nominating & Corporate Governance Committee; no chair positions. Independence affirmed under NYSE/SEC rules; nine of ten directors are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OnSolve, LLC | Executive Chairman | 2018–2024 | Executive leadership in IT services; provides financial/strategy insight to EPAM Board |
| RedPrairie Corporation | President & CEO | 2007–2013 | Prior executive roles (2004–2007); deep IT services operating experience |
| DigiTerra, Inc. | President | 2001–2004 | Technology and market-facing leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Softeon Inc. | Director | Private company | Listed professional contribution; no public-company interlocks noted |
| Other Public Company Boards | — | None | Reduces interlock/conflict risk |
Board Governance
- Lead Independent Director responsibilities include presiding over executive sessions, serving as liaison to the Chair/CEO, ensuring independent Board functioning, and facilitating information flow; elected annually from independent directors. Mayoras succeeded Ronald Vargo in 2024.
- Committee memberships: Compensation Committee (7 meetings in 2024); Nominating & Corporate Governance Committee (5 meetings in 2024). Board held 9 meetings in 2024; each director attended at least 75% of meetings; all directors attended the 2024 annual meeting.
- Independence: All directors except the Chair/CEO are independent per NYSE/SEC; only independent directors serve on committees; compensation consultant is independent.
- Stockholder engagement: NCG Committee (members include Mayoras) led governance engagement; recommending declassification and majority voting amendments in 2025, enhancing shareholder rights.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $65,000 | $65,000 |
| Committee membership fees | $10,000 (Comp) + $8,000 (NCG) | $10,000 (Comp) + $8,000 (NCG) |
| Lead Independent Director fee | $0 (LID then held by Vargo) | $20,417 (pro‑rated Jun 1–Dec 31, $35k annualized) |
| Meeting fees (>10 meetings) | $1,000 (teleconference; Board had 12 meetings) | $0 (Board had 9; no >10 trigger) |
| RSU grant (shares) | 876 RSUs (Jun 2, 2023; vest Jun 2, 2024) | 1,051 RSUs (May 31, 2024; vest May 31, 2025; pro‑rata vest on termination) |
| RSU grant fair value | $227,453 | $187,004 |
| Total director cash fees | $84,000 | $103,417 |
| Total compensation | $311,453 | $290,421 |
- Deferral plan allows directors to defer receipt of shares until after retirement (July 15 following retirement or 1–5 installments).
Performance Compensation
Non‑employee directors at EPAM do not receive performance‑based cash incentives or PSUs; equity is time‑vested RSUs. The Compensation Committee (Mayoras is a member) oversees company pay‑for‑performance for executives via PSUs with defined metrics:
| Program/Metric | Weight | Target/Thresholds (2024 grants) | Certified 2024 Result |
|---|---|---|---|
| Short‑term cash incentive funding (corporate) | — | Equal weight revenue growth and adjusted income from operations | 72% funding based on 0.8% revenue growth and 16.5% adjusted op margin |
| PSU Adjusted Revenue Growth (1‑yr, 2024) | 37.5% | Threshold 0% v. target 3.4%–6.6%; max 13.2% | 0% payout certified for 2024 component |
| PSU Adjusted EPS (1‑yr, 2024) | 37.5% | Threshold $9.76; target $10.12; max $11.35 | 144% payout certified for 2024 component |
| PSU Relative TSR (3‑yr 2024–2026) | 25% | 30th percentile=50%; 55th=100%; 85th=200% | To be certified post 3‑year period (Q1 2027) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None (reduces interlock risk) |
| Ordinary course arrangements with companies where EPAM directors serve | Reviewed by NCG; no related person transactions approved in 2024; directors determined to have no material interest (appropriate recusals) |
| Poison pill | None (shareholder‑friendly) |
Expertise & Qualifications
- Financial; Leadership; Human Capital; Technology & Innovation; Sales & Marketing (Board skills matrix).
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 14, 2025 | 9,321 | <1% | Includes RSUs and/or deferred shares where applicable; address on file with EPAM |
| Stock ownership guideline | Directors: 10x annual retainer; must hold 100% of net shares until compliance | — | All non‑employee directors except Mr. Roman met or expected to meet guidelines as of Dec 31, 2024 |
| Hedging/pledging | Prohibited; none pledged | — | Insider trading policy prohibits hedging, derivatives, and pledging EPAM stock |
Governance Assessment
- Board effectiveness: Mayoras brings seasoned IT services leadership and financial acumen; as Lead Independent Director he strengthens independent oversight and executive session rigor. Committee memberships (Compensation; NCG) place him at the center of pay governance and board refresh processes.
- Alignment & incentives: Director pay is modest, predominantly fixed cash plus a single annual RSU grant; YoY mix shows higher cash from LID role and lower equity grant, while total comp declined to $290k in 2024, signaling restraint. Strong stock ownership guidelines and mandatory holding until compliant reinforce alignment.
- Independence & engagement: Independence affirmed; attendance ≥75% across Board/committee meetings, and all directors attended the 2024 annual meeting—acceptable engagement level.
- Shareholder signals: High say‑on‑pay support (93.7% in 2024; 94.7% in 2023) and governance enhancements (declassification, simple majority voting) indicate responsiveness to investor feedback.
- Conflicts/related‑party: No related person transactions in 2024; hedging/pledging prohibited; independent compensation consultant; clawback in place; double‑trigger CoC vesting and no option repricing.
RED FLAGS
- None identified: no related‑party transactions, no hedging/pledging, no public‑company interlocks, robust ownership guidelines and clawback policy.