Michael Southworth
About Michael Southworth
Independent director of Grid Dynamics Holdings, Inc. (GDYN); age 53; director since 2020 with current Class II term expiring at the 2027 annual meeting. He is CEO of Assent, Inc. (supply chain sustainability), formerly CEO of Babel Street (2022–2025), President of Transflo (2020–2022), and a senior leader at Verint (2016–2020). He holds a B.S. from UC Berkeley and is a Certified Public Accountant (California) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Babel Street | Chief Executive Officer | Mar 2022 – May 2025 | Led AI-enabled analytics company |
| Transflo | President | Oct 2020 – Jan 2022 | Digital transformation in transportation |
| Verint Systems | GM, Intelligent Self-Service | Feb 2016 – Sep 2020 | Customer engagement solutions |
| Contact Solutions | Chief Executive Officer | Jun 2014 – Feb 2016 | Led transformation and integration into Verint |
| Corning | SVP Global Wireless Solutions | Prior to 2014 | Senior finance/operations leadership |
| MobileAccess; Telemus; Lucent; Chromatis; X‑Stream | Senior finance roles | Prior to Corning | Technology sector finance and ops |
| PwC (Silicon Valley) | Early career | — | IPOs, tax and accounting advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Assent, Inc. | Chief Executive Officer | Since May 2025 | Supply chain sustainability |
| Quality of Life Plus | Director | Prior service (dates not disclosed) | Non-profit board |
| Finjan Holding, Inc. | Director | Prior service (dates not disclosed) | Historical interlock potential (Eric Benhamou also served on Finjan’s board during 2013–July 2020) |
Board Governance
- Independence: Determined independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee Chair; not listed as member of Compensation or Nominating & Corporate Governance Committees .
- Attendance: In FY2024, the board met 4 times; each director attended 95% of aggregate board and committee meetings on which they served .
- Audit Committee oversight: Financial reporting, internal controls, risk management (including cybersecurity/IT), related-party transactions, and auditor pre-approvals; audit committee held 4 meetings in 2024 .
- Audit Committee Report signatories: Michael Southworth (Chair), Eric Benhamou, Marina Levinson, Shuo Zhang .
Fixed Compensation
| Component | Value/Policy | Notes |
|---|---|---|
| FY2024 Fees Earned (cash) | $60,000 | Disclosed for Southworth |
| FY2024 Stock Awards (RSUs, grant date FV) | $74,982 | Computed under ASC 718 |
| FY2024 Total | $134,982 | Sum of cash + equity |
| Outside Director Compensation Policy (baseline) | $40,000 annual cash retainer; initial RSUs $75,000; annual RSUs $75,000 | Adopted policy for outside directors |
| Committee Chair cash fees | Audit $20,000; Compensation $15,000; Nominating $15,000 | Cash fees (pre‑2025 update) |
| Committee Member cash fees | Audit $15,000; Compensation $10,000; Nominating $10,000 | Cash fees (pre‑2025 update) |
| 2025 Policy updates (effective Jan 1, 2025) | Additional RSUs: Chairs $40,000; Members $30,000; Non‑exec chair & lead outside director additional RSUs $30,000 | Shift to greater equity emphasis |
| 2025 Policy revision (effective Dec 23, 2025) | Default equity in lieu of cash retainers/fees unless elected otherwise; annual cap $600,000 | Aligns director pay closely with stockholder interests |
Performance Compensation
- Directors receive RSUs; no performance metrics (e.g., PSUs/TSR modifiers) are applied to outside director awards per policy; equity vests on service schedules. No director-specific performance metric table is disclosed for non‑employee directors .
Other Directorships & Interlocks
- Historical interlock: Southworth previously served on Finjan Holding, Inc.; Eric Benhamou served on Finjan’s board (2013–July 2020). This past overlap may indicate historical information flow networks but no current conflict is disclosed .
Expertise & Qualifications
- CPA; deep finance and operations background across telecom, enterprise software, and analytics; led >$5.0B in M&A and multiple equity/debt financings; executive experience at AI/open-source analytics and customer engagement leaders .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares owned (record) | 32,638 |
| RSUs vesting within 60 days | 3,672 |
| Total beneficial ownership | 36,310; less than 1% of outstanding shares |
| Common shares outstanding (Record Date) | 84,805,201 |
| Hedging/pledging | Prohibited for directors under insider trading policy |
| Clawback | Company adopted compensation recovery policy (Nov 2023) per Nasdaq rules (applies to officers; directors’ equity subject to plan clawback provisions) |
Governance Assessment
- Board effectiveness: As Audit Chair, Southworth oversees financial reporting integrity, risk (including cybersecurity/IT), and related‑party transaction review—critical functions for investor confidence .
- Independence & attendance: Independent under Nasdaq/SEC rules; strong attendance in FY2024 (95% board/committee) supports engagement .
- Alignment: Director pay structure emphasizes equity; 2025 revisions further default compensation to equity in lieu of cash, reinforcing alignment; annual cap at $600,000 mitigates pay escalation risk .
- Ownership: Modest personal holdings (<1%); policy prohibits hedging/pledging—reducing misalignment risk .
- Compensation governance: Use of independent consultant (Pearl Meyer), strong say‑on‑pay support in 2024 (98%), and robust pay practices (clawback, double‑trigger CIC for executives) underpin governance quality .
RED FLAGS
- Change‑in‑control equity acceleration for outside directors: Under the 2020 Plan, outside director awards vest fully upon a change in control. While common, investors should monitor potential incentives around transaction timing .
- Historical interlock: Past shared board service at Finjan with another GDYN director (Benhamou). No related-party transactions disclosed, but network ties warrant standard monitoring for information flow and potential conflicts .
No related‑party transactions involving Southworth were disclosed since Jan 1, 2024; disclosed related parties pertain to CEO family employment and compensation practices under standard policies .
Appendix: Committee Membership Matrix (current)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Michael Southworth | Chair | — | — |
Appendix: Director Compensation (FY2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned/Paid in Cash | $60,000 |
| Stock Awards (RSUs, grant date FV) | $74,982 |
| Total | $134,982 |