Viktar Dvorkin
EPAM SystemsAbout Viktar Dvorkin
Viktar Dvorkin, age 52, is Senior Vice President, Head of Global Engineering, Cloud and Platforms at EPAM; he joined EPAM in 1997 and previously led the North American business unit. He oversees the company’s Delivery Organization, Solution Practices, and Advanced Technology programs including EngX and Delivery Excellence; he holds a master’s degree in Applied Mathematics from the Belarusian National Technical University . Company performance relevant to incentive payouts in 2024: revenue grew 0.8% YoY to $4.728B, income from operations grew 8.6%, and diluted EPS rose 11.0% to $7.84; short‑term cash incentives were funded at 72% of target based on revenue and profitability outcomes, and 2024 PSU components were certified at 0% for revenue and 144% for EPS for the first-year tranche under the 2024–2026 PSU program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EPAM Systems | SVP, Head of Global Engineering, Cloud and Platforms | 1997–present (joined in 1997) | Responsible for strategy and operation of Delivery Organization; oversees Solution Practices, Competency Centers, and Advanced Technology programs (EngX, Delivery Excellence) |
| EPAM Systems | Head, North American Business Unit (prior to current role) | Not disclosed | Led EPAM’s largest book of business with overall responsibility for services delivered in the North American region |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No external directorships or roles disclosed for Mr. Dvorkin in the 2025 proxy |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $437,500 | $456,250 | $475,000 |
| Bonus ($) | — | — | — |
| Stock awards ($) | $736,764 | $1,006,135 | $1,594,712 |
| Option awards ($) | $849,982 | $999,985 | $1,000,072 |
| Non‑equity incentive plan ($) | $400,000 | $212,000 | $324,000 |
| All other compensation ($) | $11,400 | $16,584 | $13,800 |
| Total ($) | $2,435,646 | $2,690,954 | $3,407,584 |
Performance Compensation
Short‑term cash incentives (2024 corporate framework and individual payout):
| Item | Value |
|---|---|
| Target bonus (2024) | $450,000 |
| Maximum bonus (2024) | $900,000 |
| Actual payout (2024) | $324,000 |
| Corporate funding factor | 72% (based on revenue and adjusted income from operations) |
Corporate measures used for 2024 short‑term incentives:
| Measure | Target for 100% Funding | Actual 2024 Result | Achievement Used |
|---|---|---|---|
| Revenue growth (YoY) | 6.6% | 0.8% | 72% corporate funding applied |
| Adjusted income from operations (% of revenue) | 15% | 16.5% | See funding methodology |
Key Executive Performance Stock Program (PSUs) – design and 2024 metrics:
| Metric | Weighting | Target/Threshold/Max | 2024 Actual (component) | Certified payout for 2024 component | Vesting / Performance Period |
|---|---|---|---|---|---|
| Adjusted revenue growth | 37.5% of PSUs | Target: 3.4%–6.6%; Threshold: <0% = 0%; Max: 13.2% | 0.8% (company result context) | 0% for 2024 revenue component (certified Feb 2025) | 3-year performance (2024–2026), paid at end of period |
| Adjusted EPS | 37.5% of PSUs | Threshold: $9.76; Target: $10.12; Max: $11.35 | Diluted EPS $7.84 GAAP; adjusted EPS used for PSU calc (non‑GAAP program metric) | 144% for 2024 EPS component (certified Feb 2025) | 3-year performance (2024–2026), paid at end of period |
| Relative TSR vs S&P 500 IT Index | 25% of PSUs | Target: 55th percentile; Threshold: 30th (50%); Max: 85th (200%) | Not yet determined | To be certified at end of 3-year period | 3-year performance (2024–2026), paid at end of period |
Grants of plan‑based awards (2024):
| Grant Component | Grant Date | Shares/Units | Terms | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Stock options | 3/15/2024 | 6,042 | Exercise $298.89; 25% vest on 3/15/2025–2028 | $1,000,072 |
| RSUs | 3/15/2024 | 3,346 | 25% vest on 3/15/2025–2028 | $1,000,086 |
| PSUs (threshold/target/max) | 3/15/2024 | 1,673 / 3,346 / 6,692 | 3-year perf: adjusted revenue growth, adjusted EPS, relative TSR | $594,626 (target) |
Long‑term mix evolution:
- 2024 mix included PSUs, RSUs, and options; beginning 2025, EPAM eliminated stock options from NEO equity compensation and shifted to 50% PSUs / 50% RSUs .
Equity Ownership & Alignment
Beneficial ownership and breakdown (as of March 14, 2025):
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 83,854 (less than 1%) |
| Shares outstanding (for reference) | 57,068,646 |
| Direct shares | 20,714 |
| Options exercisable within 60 days | 36,966 |
| Trust shares (Dvorkin Family Trust) | 26,174 |
Outstanding equity awards at FY‑end (12/31/2024):
| Instrument | Status | Quantity | Exercise Price | Expiration |
|---|---|---|---|---|
| Stock option | Exercisable | 12,868 | $73.27 | 3/24/2027 |
| Stock option | Exercisable | 8,649 | $112.62 | 3/23/2028 |
| Stock option | Exercisable | 6,721 | $169.13 | 3/29/2029 |
| Stock option | Exercisable | 5,544 | $175.22 | 3/27/2030 |
| Stock option | Ex./Unex. | 3,499 / 1,149 | $387.74 | 3/26/2031 |
| Stock option | Ex./Unex. | 3,280 / 3,278 | $266.75 | 3/25/2032 |
| Stock option | Ex./Unex. | 1,588 / 4,762 | $299.00 | 3/31/2033 |
| Stock option | Unexercisable | 6,042 | $298.89 | 3/15/2034 |
| RSUs (unvested) | Market value | 7,685 units; $1,796,907 | ||
| PSUs (target) | Market value | 3,346 units; $782,362 |
Vesting schedules:
- RSUs: 25% on each March 15, 2025, 2026, 2027, 2028 (across 2021–2024 grants) .
- Options: 25% annually on March 15 across 2025–2028 for the 2024 grant; prior grants vest on similar 4‑year schedules as specified .
Ownership guidelines, hedging/pledging:
- Ownership guidelines: Non‑CEO executive officers must hold shares equal to 2x annual salary; executives must hold 50% of net shares until meeting guidelines; all NEOs met/exceeded guidelines as of December 31, 2024 .
- Hedging and pledging of EPAM stock is prohibited; none of EPAM employees or directors has pledged EPAM stock; insider trading policy publicly available as an exhibit to the 2024 10‑K .
Employment Terms
| Topic | Disclosure |
|---|---|
| Severance | No formal severance plan for NEOs; no guaranteed bonuses, “golden parachutes,” or automatic change‑of‑control severance payments; no tax gross‑ups (280G/409A/4999) . |
| Change of control | Double‑trigger acceleration for equity if awards are not assumed and employment is terminated without cause or for good reason within 1 year post‑CoC . |
| Death/Disability | Equity awards vest; RSUs/PSUs accelerated (performance stock units deemed earned at target), subject to service tenure conditions (100% with ≥2 years service, 50% with <2 years) . |
| Retirement | Beginning with 2022 awards, certain RSUs/options granted ≥1 year before retirement vest for Section 16 officers meeting age/service rules; PSUs remain eligible to be earned per program rules; Mr. Dvorkin did not qualify for retirement acceleration as of 12/31/2024 . |
| Clawback | Compensation Recoupment Policy compliant with Rule 10D‑1 and NYSE 303A.14; recoup excess incentive‑based compensation upon restatement for preceding 3 years . |
Potential payments upon termination (value of accelerated unvested equity at 12/31/2024):
| Scenario | Options | RSUs | PSUs | Total |
|---|---|---|---|---|
| Qualifying termination after change of control | $0 | $1,796,907 | $733,681 | $2,530,588 |
| Death or disability | $0 | $1,796,907 | $782,362 | $2,579,268 |
| Retirement (as of 12/31/2024) | Not applicable for Mr. Dvorkin | — | — | — |
Investment Implications
- Pay-for-performance alignment strengthened: The 2024 launch of PSUs tied to adjusted revenue growth, adjusted EPS, and relative TSR, plus elimination of options beginning in 2025, shifts the long‑term mix toward RSUs and PSUs, increasing linkage to multi‑year performance and reducing option-driven leverage risk .
- Near-term vesting cadence suggests periodic supply overhang: RSUs and options vest 25% annually each March 15 (2025–2028), concentrating potential selling windows post‑Q1; PSUs settle after year‑end 2026 subject to performance certification, deferring realizable supply to 2027 .
- Ownership and alignment appear solid: Dvorkin beneficially owns 83,854 shares (direct + trust + near‑term exercisable options), met ownership guidelines, and is prohibited from hedging/pledging—mitigating alignment red flags; ownership remains <1% of shares outstanding, typical for non‑CEO NEOs .
- Retention risk moderated by unvested equity and no cash severance: Double‑trigger CoC terms and substantial unvested RSUs/PSUs support retention, while absence of formal cash severance reduces guaranteed separation economics; equity acceleration values under death/disability and CoC scenarios are meaningful but contingent .
- Governance and shareholder support: Strong say‑on‑pay support (93.7% in 2024) and use of an independent compensation consultant underpin program credibility; evolving peer group closer to EPAM’s profile reduces benchmarking inflation risk .