Patrick Nicolet
About Patrick Nicolet
Patrick Nicolet is an independent Class III director of Grid Dynamics (GDYN), age 66, serving since 2022; his current term expires in 2025 and he is nominated to serve through 2028. He is Chairman of Linebreak AG, an IT services firm he founded in January 2021, and previously spent over twenty years at Capgemini SE, including seven years as a Group Executive Board member. He holds a Bachelor of Laws (LLB) from Université de Lausanne (1984) and served in the Swiss Air Force, attaining the grade of Major. GDYN’s Board has affirmatively determined that Mr. Nicolet is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capgemini SE | Various senior roles; Group Executive Board member | Over 20 years; 7 years on Group Executive Board | Senior leadership in consulting/digital transformation |
| Swiss Air Force | Officer | — | Attained Grade of Major |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Linebreak AG | Chairman | Jan 2021–present | IT services specializing in real-time/distributed enterprise solutions |
| Various private companies | Board member | — | Serves on boards of several private companies (not named in proxy) |
Board Governance
| Attribute | Detail |
|---|---|
| Board class | Class III |
| Director since | 2022 |
| Current term expiration | 2025 |
| Nominated term | To 2028 if elected |
| Independence | Determined independent under Nasdaq and SEC rules |
| Committee memberships | None indicated for Mr. Nicolet in proxy tables; other directors have (1)=Comp, (2)=Nominating, (3)=Audit markers |
- Board size and independence: GDYN’s board has nine members, six of whom are independent per Nasdaq rules .
- Chairman: Lloyd Carney (not Mr. Nicolet) .
Fixed Compensation
Non-Employee Director Compensation Policy (as disclosed):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | For each outside director |
| Initial RSU grant | $75,000 | Grant date fair market value |
| Annual RSU grant | $75,000 | Grant date fair market value |
| Additional cash/RSUs – Non-executive chair | $20,000 cash + $20,000 RSUs | Role-based |
| Additional cash/RSUs – Lead outside director | $20,000 cash + $20,000 RSUs | Role-based |
| Committee chair fees | Audit $20,000; Compensation $15,000; Nominating $15,000 | Role-based |
| Committee member fees | Audit $15,000; Compensation $10,000; Nominating $10,000 | Role-based |
| Annual cap | $600,000 | Max aggregate per outside director |
2023 Non-Employee Director Compensation (per 2024 proxy):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Patrick Nicolet | 40,000 | 74,991 | 114,991 |
Performance Compensation
| Element | Detail |
|---|---|
| Equity grant type | RSUs for non-employee directors; amounts reported at grant-date fair value per ASC 718 |
| Annual RSU value | $75,000 (policy) |
| Initial RSU value | $75,000 (policy) |
| Options/PSUs | Not disclosed for directors in GDYN proxy sections accessed |
No performance-based (metric-tied) director equity awards (e.g., PSUs) were disclosed for Mr. Nicolet; equity compensation is RSU-based per policy .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| (Not disclosed) | Public | — | No public company boards disclosed for Mr. Nicolet in GDYN filings accessed; biography references private company boards |
| Private companies | Private | Director | Several unnamed private company boards |
Expertise & Qualifications
- Decades of operational and management experience in technology consulting and digital transformation .
- Legal education (LLB, Université de Lausanne, 1984) .
- Leadership and discipline from Swiss Air Force service (Grade of Major) .
- Board qualifications: Company cites his skills as appropriate for board service, emphasizing consulting/digital transformation expertise .
Governance Assessment
- Independence and tenure: Independent director since 2022 with renomination through 2028—supports board continuity and independent oversight .
- Committee participation: No committee assignments are indicated for Mr. Nicolet in GDYN proxy tables, which can limit direct influence over audit/compensation/nominating processes relative to peers serving on committees .
- Compensation alignment: 2023 director pay comprises $40,000 cash and $74,991 in RSUs, consistent with GDYN’s policy that emphasizes equity to align director incentives with shareholders .
- Potential conflicts: He chairs Linebreak AG (IT services). GDYN filings accessed do not disclose related-party transactions involving Mr. Nicolet; investors should monitor for any GDYN engagements with Linebreak AG to avoid real/perceived conflicts .
- Election signal: Inclusion as a Class III nominee indicates board support for continued service; shareholders vote on his re-election under Proposal No. 1 .
Red flags to watch
- Absence of committee roles (limits direct oversight touchpoints) .
- Any future GDYN contracting with Linebreak AG or entities where Mr. Nicolet has a role (related-party risk if it occurs) .