Ronald Vargo
EPAM SystemsAbout Ronald Vargo
Ronald Vargo, age 71, has served on EPAM’s Board since 2012 and is classified as an independent director under NYSE and SEC rules; he currently chairs the Nominating & Corporate Governance Committee and serves on the Audit Committee, with designation as an “audit committee financial expert.” His core credentials include more than 30 years in finance and public company board service, with prior C-suite roles at ICF International and Electronic Data Systems (EDS), and senior finance/IR/strategy roles at TRW. He previously served as EPAM’s Lead Independent Director from 2015 until mid-2024, when the role transitioned to another director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICF International, Inc. | Executive Vice President & Chief Financial Officer | 2010–2011 | Financial leadership; investor relations and compliance oversight |
| Electronic Data Systems Corporation | Executive Vice President & Chief Financial Officer; Vice President & Treasurer | CFO: 2006–2008; VP/Treasurer: 2004–2006 | Corporate finance, capital structure, investor engagement |
| TRW, Inc. | Vice President; Investor Relations & Treasurer; Strategic Planning & Business Development | 1991–2003 (IR/Treasurer: 1991–1994, 1999–2002; Strategy/BD: 1999–2002) | Strategy, M&A planning, stakeholder communications |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enersys | Director | Current | Public company board experience; governance oversight |
| Ferro Corporation | Director | Past five years | Public company board experience; governance oversight |
Board Governance
- Committee assignments (2025): Chair – Nominating & Corporate Governance (NGC); Member – Audit Committee; not a member of Compensation Committee. Audit Committee met 8x in 2024; NGC met 5x in 2024.
- Independence/structure: Nine of ten directors are independent; EPAM’s committees are composed solely of independent directors; independent directors regularly hold executive sessions.
- Lead Independent Director: Vargo served as LID from 2015 through May 31, 2024; Richard Mayoras was appointed LID effective June 1, 2024.
- Attendance: The Board held 9 meetings in 2024, and each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting. In 2023, the Board held 12 meetings and all directors attended the annual meeting.
- Stockholder engagement: As NGC Chair, Vargo co-led the 2024–2025 outreach program (including declassification feedback), alongside Audit Chair Helen Shan, with the General Counsel and Head of IR.
- Risk oversight: The Board oversees ERM and delegates specific risk domains to committees; Audit Committee covers financial reporting and controls.
Fixed Compensation
| Element | Amount/Units | Vesting/Notes |
|---|---|---|
| Annual Board cash retainer | $65,000 | Standard retainer for non-employee directors |
| Audit Committee member fee | $13,000 | Annual committee member fee |
| NGC member fee | $8,000 | Annual committee member fee |
| NGC Chair fee (pro-rated 2024) | $8,750 | Chair from June 1–Dec 31, 2024 (pro-rated) |
| Lead Independent Director fee (pro-rated 2024) | $14,583 | LID through May 31, 2024 (pro-rated) |
| Total cash fees (2024) | $109,333 | Sum of retainer and committee/LID fees |
| Annual RSU grant (2024) | 1,051 RSUs; grant date fair value $187,004 | Granted May 31, 2024; vests fully on May 31, 2025; pro-rata vesting upon Board service termination |
| Director deferral plan | Optional deferral of RSU share delivery until retirement | Non-Employee Directors Deferral Plan available |
- Non-employee director pay structure includes annual cash retainer, committee/lead director fees, and annual RSUs; additional cash amounts for Board/committee meetings beyond 10 per year.
Performance Compensation
- No performance-based cash or equity is disclosed for non-employee directors; annual RSUs are time-based (service vesting) with pro-rata vesting upon termination of service.
Other Directorships & Interlocks
| Company | Relationship to EPAM | Potential Interlock/Conflict |
|---|---|---|
| Enersys; Ferro Corporation | External boards (see above) | NGC reviewed ordinary course arrangements with customers/vendors where EPAM directors serve; determined no direct/indirect material interest; no related-person transactions >$120,000 in 2024 (and none in 2023). |
Expertise & Qualifications
- Board-identified qualifications: Financial, Leadership, Global Business, Mergers & Acquisitions, Public Company Board experience.
- Audit Committee Financial Expert: Vargo designated an “audit committee financial expert” under Regulation S-K 407(d)(5).
Equity Ownership
| Metric | 2024 (as of Mar 14, 2024) | 2025 (as of Mar 14, 2025) |
|---|---|---|
| Shares beneficially owned | 8,503 | 9,554 |
| Shares outstanding | 57,995,329 | 57,068,646 |
| Ownership % of outstanding | 0.0147% (calc: 8,503/57,995,329) | 0.0167% (calc: 9,554/57,068,646) |
- Stock ownership guidelines: Non-employee directors must hold 100% of net shares until compliant; guideline levels include 10x annual retainer for directors; all non-employee directors except Mr. Roman met/exceeded guidelines as of Dec 31, 2024.
- Hedging/pledging: Prohibited for employees/directors; none pledged.
Governance Assessment
- Board effectiveness: Vargo’s audit/finance expertise and chairing the NGC strengthen oversight of risk, governance practices, and shareholder engagement (including Board declassification initiatives).
- Independence and alignment: Independent director status; committees composed solely of independent directors; executive sessions regularly held; director compensation balanced between modest cash retainers/fees and annual RSUs.
- Attendance and engagement: Board met 9x in 2024; all directors met the minimum 75% attendance threshold; all attended the 2024 annual meeting; Vargo co-led investor outreach in 2024–2025.
- Conflicts/red flags: No related-person transactions involving directors; strict prohibitions on hedging/pledging; no consulting fees to Vargo (a separate director received consulting fees).
- Shareholder sentiment: “Say on pay” support at 93.7% in 2024 indicates constructive investor alignment with EPAM’s compensation governance; Vargo’s role in outreach supports responsiveness.
Overall signal: Vargo’s tenure, committee leadership, and audit/financial expertise, combined with independence, attendance, and investor outreach, support Board credibility and risk oversight. No material conflicts or related-party transactions identified; equity ownership is modest but in line with director norms and subject to robust ownership/holding requirements.