Lloyd Carney
About Lloyd Carney
Lloyd Carney, age 63, is Chairman of the Board and an independent director of Grid Dynamics (GDYN). He has served on the board since 2018 and is currently Class II with a term expiring in 2027. Carney holds a B.S. in Electrical Engineering Technology (Wentworth Institute of Technology) and an M.S. in Applied Business Management (Lesley College), with a 25+ year operating career across networking and enterprise software and repeated M&A outcomes (Micromuse sale to IBM $865M; Brocade sale to Broadcom $5.5B).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nortel Networks / Wellfleet | Division President (progressed from roles starting in 1997) | 1997–2002 | Advanced leadership in networking; division leadership achieved by 2002. |
| Juniper Networks | Chief Operating Officer | 2003 | Oversaw engineering, product management, and manufacturing. |
| Micromuse | Chief Executive Officer | 2004–2006 (approx.; sold in 2005/2006 timeframe; remained one year post-sale) | Led sale to IBM for $865M; managed post-merger transition. |
| Xsigo Systems | Chief Executive Officer | 2008–2012 | Led sale to Oracle. |
| Brocade Communications Systems | Chief Executive Officer & Director | 2013–2017 | Led sale to Broadcom for $5.5B. |
| Carney Global Ventures, LLC | Chief Executive Officer | 2007–Present | Global investment vehicle leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa Inc. | Director; Chair, Audit and Risk Committee | Current | Chairs ARC; noted for governance leadership at a global payments firm. |
| Vertex Pharmaceuticals | Director | Current | Board oversight at a large-cap biotech. |
| Nuance Communications | Chairman | 2018–2021 | Led board through strategic period; conversational AI focus. |
| Cypress Semiconductor | Director | 2005–2014 | Served on audit and compensation committees. |
| Technicolor (SA) | Director | 2010–2015 | Chaired technology committee. |
Board Governance
| Item | Status/Detail |
|---|---|
| Board leadership | Chair is independent (Carney); CEO role separate (Livschitz), supporting oversight and information flow. |
| Independence | Board has six independent directors; Carney is independent under Nasdaq rules. |
| Committee assignments | Compensation Committee (Member); Nominating & Corporate Governance Committee (Chair). |
| Audit committee | Not a member at GDYN. |
| Attendance | In 2024, the board held 4 meetings; each director attended 95% of aggregate board and committee meetings. |
| Term/class | Class II director; term expires 2027. |
Fixed Compensation
| Component (Outside Director Compensation Policy) | Amount | Effective Date |
|---|---|---|
| Annual cash retainer (outside director) | $40,000 | Current policy through 2024 |
| Initial RSU grant (outside director) | $75,000 grant-date value | Current policy |
| Annual RSU grant (outside director) | $75,000 grant-date value | Current policy |
| Additional cash – non-executive Chair | $20,000 | Through 2024 |
| Additional RSUs – non-executive Chair | $20,000 grant-date value | Through 2024; increases to $30,000 in 2025 |
| Committee chair cash – Audit/Comp/NomGov | $20,000 / $15,000 / $15,000 | Through 2024 |
| Committee member cash – Audit/Comp/NomGov | $15,000 / $10,000 / $10,000 | Through 2024 |
| 2025 update – Committee chair RSUs | $40,000 grant-date value (additional) | Effective Jan 1, 2025 |
| 2025 update – Committee member RSUs | $30,000 grant-date value (additional) | Effective Jan 1, 2025 |
| 2025 change – Equity in lieu of cash | Default to RSUs equal to cash fees unless elected otherwise | Effective Dec 23, 2025 |
| Annual cap | $600,000 aggregate cash + equity per outside director | Ongoing |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lloyd Carney | 85,000 | 94,994 | 179,994 |
Notes:
- Carney’s 2024 cash appears consistent with $40k retainer + $20k Chair + $10k Compensation Committee member + $15k Nominating & Corporate Governance Committee chair (total $85k) under the policy in effect.
Performance Compensation
GDYN’s directors do not receive performance-based pay; however, as Compensation Committee member, Carney oversees executive incentive design emphasizing profitable growth and shareholder alignment:
| Incentive Type | Performance Metric | Weight/Modifier |
|---|---|---|
| Annual cash incentive (NEOs) | Revenue ($) | 50% |
| Annual cash incentive (NEOs) | Non-GAAP EBITDA ($) | 50% |
| PSUs (NEOs) | YoY revenue growth (%) | 50% |
| PSUs (NEOs) | Contribution margin (%) | 50% |
| PSU modifiers | Relative TSR vs Russell 2000 | +/-20% modifier |
| PSU modifiers | Relative revenue CAGR vs Russell 2000 | +/-20% modifier |
Program highlights:
- LTI mix prioritized performance-based equity: 55% PSUs / 45% RSUs.
- 2024 certification led to PSUs vesting at 160% of target, further adjusted +30% (rTSR 20%, rCAGR 10%) = 208% of target.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Visa (Audit Chair); Vertex Pharmaceuticals (Director). |
| Prior public boards | Nuance (Chair), Cypress (Audit & Comp committees), Technicolor (Tech committee chair). |
| Interlocks | GDYN discloses Compensation Committee interlocks: in 2024, Benhamou and Carney served; no GDYN executive served on other companies’ compensation committees or boards creating interlocks. |
Expertise & Qualifications
- Technology operator: COO at Juniper Networks; CEO at Micromuse, Xsigo, Brocade, with successful strategic exits (IBM $865M; Broadcom $5.5B).
- Governance and audit expertise: Chairs Visa’s Audit & Risk Committee; prior committee experience at Cypress and Technicolor.
- Education: B.S. Electrical Engineering Technology (Wentworth); M.S. Applied Business Management (Lesley).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Lloyd Carney | 997,173 | 1.2% |
Breakdown of Carney’s beneficial ownership:
- 666,304 shares (record by Mr. Carney)
- 12,542 shares (Lloyd A. Carney Revocable Trust)
- 5,200 shares (Lloyd Carney Foundation)
- 288,800 shares (2018 Grantor Retained Annuity Trust)
- 19,675 shares (2020 Grantor Retained Annuity Trust)
- 4,652 shares (RSUs issuable within 60 days of Nov 4, 2025)
Alignment policies:
- Anti-hedging/anti-pledging: Directors and employees prohibited from hedging, holding in margin accounts, or pledging GDYN securities; short sales and derivative trading prohibited.
Governance Assessment
- Board effectiveness: Separation of Chair and CEO roles supports independent oversight; Carney monitors board information flow and business oversight as Chair.
- Independence and engagement: Carney is independent under Nasdaq; the board reports robust 2024 meeting cadence (4 meetings) and high attendance (95%).
- Compensation governance signals: Shift to equity in lieu of cash for outside directors (effective Dec 23, 2025) increases alignment with shareholders; caps remain at $600,000 per year.
- Ownership alignment: Carney’s 1.2% beneficial stake and RSU holdings provide meaningful skin-in-the-game; hedging and pledging are prohibited.
- Conflicts and related parties: GDYN discloses no related-party transactions involving Carney; related-party items disclosed relate to CEO family employment and legacy agreements, with audit committee oversight and formal policy requiring pre-approval for transactions over $120,000.
- Compensation oversight: As Compensation Committee member, Carney oversees a program emphasizing revenue growth, EBITDA, and multi-year PSUs with rTSR/rCAGR modifiers, with 2024 performance certification at 208% of target for PSUs—indicating rigorous yet achievable targets tied to shareholder outcomes.
RED FLAGS: None disclosed for Carney regarding attendance shortfalls, pledging/hedging, related-party transactions, or compensation anomalies. The presence of a 16.4% strategic shareholder (Beijing Teamsun) underscores the importance of independent board leadership and committee oversight, which GDYN addresses through independence, committee structures, and formal related-party review policies.