Robert E. Segert
EPAM SystemsAbout Robert E. Segert
Independent Director at EPAM since 2012 (Class III; current term ends 2027). Age 56 as of April 9, 2025. Member of the Nominating & Corporate Governance Committee (NGC); served as NGC Chair from January 1–May 31, 2024 before transitioning to member status. Career operator with >20 years as CEO/Chair in enterprise software and tech-enabled services; currently Chairman & CEO of athenahealth, Inc. (private). Board independence affirmed by EPAM; all directors except the CEO are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| athenahealth, Inc. | Chairman & Chief Executive Officer | 2019 – Present | Operating leadership of healthcare IT company (private) |
| Virence Health Technologies | Chairman & Chief Executive Officer | 2018 – 2019 | Operating leadership |
| Aspect Software | Executive Chairman | 2016 – 2018 | Operating leadership |
| Expert Global Solutions, Inc. | President & Chief Executive Officer | 2014 – 2016 | Operating leadership |
| GXS Worldwide, Inc. | President & Chief Executive Officer | 2008 – 2014 | Operating leadership |
External Roles
| Category | Company/Institution | Role | Notes |
|---|---|---|---|
| Operating role | athenahealth, Inc. | Chairman & Chief Executive Officer | 2019–Present |
| Other public company boards | — | None | EPAM proxy discloses no other public boards |
Board Governance
| Item | Details |
|---|---|
| Independence status | Independent director (Board determined all non-CEO directors independent) |
| Committees | Nominating & Corporate Governance Committee (member) |
| Committee chair roles | NGC Chair (pro‑rated service Jan 1–May 31, 2024); member thereafter |
| Board/committee meetings (2024) | Board: 9; NGC: 5; Audit: 8; Compensation: 7 |
| Attendance | Each director attended at least 75% of Board and committee meetings on which they served in 2024 |
| Lead Independent Director | Richard Michael Mayoras (not Segert) |
| Executive sessions | Independent directors regularly schedule and hold executive sessions |
| Shareholder-rights enhancements | 2025 proposals to declassify the Board, eliminate supermajority voting, elect out of DGCL §203, and permit officer exculpation (Board recommends FOR) |
Fixed Compensation
| Year | Cash Retainer (Board) | Committee Chair/Member Fees | Meeting Fees Policy | Stock Awards (RSUs) | Grant Date | Vesting | Total Reported Compensation |
|---|---|---|---|---|---|---|---|
| 2024 | $65,000 | $6,250 (pro‑rated NGC Chair Jan–May 2024) + $4,667 (pro‑rated NGC member Jun–Dec 2024) = $10,917 | Additional cash only if >10 Board/committee meetings; not triggered in 2024 (Board=9; committees ≤8) | 1,051 RSUs; grant date fair value $187,004 | May 31, 2024 | Fully vests May 31, 2025; pro‑rata vesting on termination during the period | $262,921 (Cash $75,917 + Stock $187,004) |
Notes:
- Director compensation plan: non‑employee directors receive cash retainer and annual RSU grant; no options in 2024; optional deferral of RSU settlement post‑board service via the Non‑Employee Directors Deferral Plan. Levels reviewed by independent consultant (Pay Governance) in late 2024; no changes made.
Performance Compensation
| Element | Structure | Metrics/Targets | 2024 Outcome |
|---|---|---|---|
| Performance‑based director pay | None for non‑employee directors; compensation is cash retainer + time‑vested RSUs | N/A | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private company/other boards | Operating role at athenahealth, Inc. (Chairman & CEO) |
| Compensation committee interlocks | Company discloses no interlocks or insider participation for 2024 (committee members Smart, Mayoras, Shan; none are/were EPAM officers) |
| Related‑party transactions (2024) | None requiring disclosure; NGC reviewed ordinary‑course arrangements where EPAM directors serve as executives/directors at counterparties and determined no direct/indirect material interest; none approved/ratified above $120,000 threshold |
Expertise & Qualifications
- Financial; Leadership; Human Capital; Technology & Innovation; Mergers & Acquisitions (Board skills matrix)
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 17,289 shares; <1% of outstanding |
| Directly held | 3,545 shares |
| Held via trust | 13,744 shares in revocable living trust (trustees: Mr. Segert and spouse) |
| 2024 RSU grant outstanding | 1,051 RSUs granted May 31, 2024; vest 5/31/2025; pro‑rata vesting upon termination |
| Ownership guidelines | Directors must hold shares equal to 10× annual retainer; must retain 100% of net shares until compliant |
| Compliance status | All non‑employee directors except Mr. Roman met/exceeded guidelines as of 12/31/2024 or were expected to by end of grace period (implies Segert compliant) |
| Hedging/pledging | Prohibited; none of the Company’s directors/employees have pledged EPAM stock |
Governance Assessment
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Strengths
- Independent director with deep operator experience in enterprise software and services; Board skills profile flags Financial, Human Capital, Tech & Innovation, and M&A expertise aligned with EPAM’s strategy.
- Active governance role on NGC (served as Chair for part of 2024), contributing to director nominations, proxy access oversight, annual board/committee evaluations, and stockholder engagement initiatives.
- Ownership alignment: holds 17,289 shares; directors subject to stringent 10× retainer ownership requirement and 100% net‑share holding until compliant; Company prohibits hedging/pledging and reports no pledges.
- Board/committee independence rigor: all standing committees are fully independent; executive sessions held regularly.
- Shareholder‑rights posture improving (proposals to declassify the Board, eliminate supermajority votes, opt out of DGCL §203); strong 2024 Say‑on‑Pay support (93.7%).
-
Watch items
- Significant external operating role (Chairman & CEO, athenahealth) necessitates ongoing monitoring of engagement/attendance; EPAM disclosed all directors met the ≥75% attendance threshold in 2024 (Board met 9 times; NGC 5).
- Related‑party risk appears mitigated: formal policy, NGC oversight, and explicit disclosure of no related‑person transactions in 2024 beyond pre‑cleared ordinary‑course categories. Continue to monitor for any EPAM–athenahealth commercial ties.
-
Compensation structure (director)
- Balanced cash/equity mix (2024 cash fees $75,917; RSUs $187,004; no performance elements), with RSU vesting and optional deferral aligning horizon with stockholders. No changes to director pay levels following 2024 market review.
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Red flags
- None identified in 2024 disclosures: no related‑party transactions, no hedging/pledging, no meeting under‑attendance reported, no option repricing, and no director loans.