Weihang Wang
About Weihang Wang
Weihang Wang, age 59, has served as a non-employee director of Grid Dynamics’ board since 2017 and is nominated to continue as a Class III director through the 2028 annual meeting if elected . He previously held senior leadership roles at Teamsun (Shanghai Stock Exchange–listed) and at Automated Systems Holdings (ASL), the former parent of Grid Dynamics, and holds an EMBA from Tsinghua University and a Master’s in semiconductor materials/microelectronic technology from Zhejiang University . Industry recognition includes China Software Industry Outstanding Entrepreneur and Prestige Awards (2009) and “Innovation Outstanding Personality of Chinese Brand Award” (2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Automated Systems Holdings (ASL) | Director; re-designated Non-Executive → Executive Director | Director since 2009; re-designated May 2014 | Former parent of Grid Dynamics; governance interlock to GDYN legacy structure |
| Beijing Teamsun Technology Co., Ltd. (Teamsun, SSE-listed) | Chairman and Director; former Chief Executive Officer | Chairman/Director since 2014; CEO 2014–July 2019 | Significant IT leadership; strategic perspective for GDYN |
| Hong Kong Teamsun (wholly owned subsidiary of Teamsun) | Sole Director | Current | Direct subsidiary oversight; extends interlock network |
External Roles
| Organization | Listing Status | Role | Notes |
|---|---|---|---|
| Teamsun | Shanghai Stock Exchange | Chairman and Director; former CEO | SSE listing explicitly disclosed; sustained board leadership |
| ASL (Automated Systems Holdings) | Not stated in proxy excerpt | Director; Executive Director (from 2014) | Former parent company of Grid Dynamics; long-standing link |
| Hong Kong Teamsun | Subsidiary of Teamsun | Sole Director | Subsidiary governance role |
Board Governance
- Class III nominee; term to 2028 if elected (plurality vote at 2025 AGM) .
- Independence: GDYN’s independent directors are listed (Benhamou, Carney, Levinson, Nicolet, Southworth, Zhang); Weihang Wang is not included in the independent director list, indicating he is not independent under Nasdaq/SEC rules .
- Committee assignments: Current committee membership lists Audit (Southworth chair; Levinson, Zhang members), Compensation (Benhamou chair; Carney member), Nominating & Corporate Governance (Carney chair; Benhamou member). Weihang Wang is not listed on any standing committee .
- Attendance and engagement: The board held four meetings in 2024; each director attended 95% of board and applicable committee meetings, and four directors attended the 2024 annual meeting .
- Risk oversight: Audit oversees financial risk, internal controls, cybersecurity, and reviews related person transactions; Compensation monitors risk in pay policies; Nominating oversees governance guidelines .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 40,000 | 74,982 | 114,982 |
- Policy structure: Annual director cash retainer $40,000; committee cash fees: Audit chair $20,000/member $15,000; Compensation chair $15,000/member $10,000; Nominating & Governance chair $15,000/member $10,000 . Annual RSUs: $75,000; initial RSUs for new outside directors: $75,000; additional RSUs to Chair and Lead Outside Director increased to $30,000 effective Jan 1, 2025; committee chair RSUs $40,000; committee member RSUs $30,000 .
- 2025 change: Effective December 23, 2025, annual director/committee retainers are paid in RSUs by default (directors may elect cash during an open window). RSUs are granted at the annual meeting, valued at grant-date fair market value, and vest quarterly; if roles change mid-year, vesting adjusts pro-rata .
- Annual compensation cap: $600,000 per fiscal year (cash + equity grant-date fair value) .
Performance Compensation
- RSU vesting: Annual RSUs ($75,000), Chair/Lead RSUs ($30,000), Committee Chair RSUs ($40,000), Committee Member RSUs ($30,000) generally vest 100% on the 12-month anniversary of grant, subject to continued service; annual retainers paid in RSUs vest in four quarterly installments .
- Change-in-control: Upon a Change in Control, outside directors fully vest in outstanding director equity awards; restrictions lapse if serving through the date (single-trigger vesting) .
- Performance metrics: No performance-based metrics are disclosed for director compensation (awards are time-based RSUs, not PSU/TSR-linked) .
Other Directorships & Interlocks
| Entity | Relationship to GDYN | Director’s Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Beijing Teamsun Technology Co., Ltd. | 16.4% beneficial owner of GDYN shares | Chairman and Director | Significant shareholder; chair role creates influence channel; potential conflict risk |
| ASL (Automated Systems Holdings) | Former parent company; historical governance rights | Director (since 2009); Executive Director from May 2014 | Stockholders’ Agreement historically granted ASL director designation rights (subject to ownership thresholds) |
| Hong Kong Teamsun | Teamsun subsidiary | Sole Director | Extends Teamsun-related governance network |
- Related-party oversight: Audit committee charter requires pre-approval of related person transactions >$120,000; defined process assesses arm’s-length terms and material interests .
- Stockholders’ Agreement (2019, at business combination closing): Voting parties agreed to designate directors, including rights historically for ASL (subject to thresholds) and CEO, plus unaffiliated designees .
Expertise & Qualifications
- Education: Executive MBA (Tsinghua University); Master’s in Semiconductor Materials and Microelectronic Technology (Zhejiang University) .
- Domain expertise: Leadership in IT/technology and engineering; board notes his value for strategy and industry trend insights .
- Recognition: China Software Industry Outstanding Entrepreneur & Prestige Awards (2009); “Innovation Outstanding Personality of Chinese Brand Award” (2011) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Basis/Notes |
|---|---|---|---|
| Weihang Wang | 34,626 | <1% | Ownership based on 84,805,201 shares outstanding as of Nov 4, 2025; includes options exercisable/RSUs vesting within 60 days where applicable |
| Shares Outstanding (reference) | 84,805,201 | — | Record date for Annual Meeting calculation |
- Hedging/pledging: Insider trading policy prohibits directors and employees from hedging GDYN stock, holding it in a margin account, or pledging securities .
Fixed Compensation Detail (Policy Schedules)
| Component | Amount | Vesting/Form |
|---|---|---|
| Annual Cash Retainer | $40,000 | Cash (or RSUs in lieu effective Dec 23, 2025) |
| Annual RSUs | $75,000 grant-date fair value | 100% vests at 12 months |
| Initial RSUs (new director) | $75,000 grant-date fair value | 100% vests at 12 months |
| Committee Chair RSUs | $40,000 grant-date fair value (Audit/Comp/NCG chairs) | 100% vests at 12 months |
| Committee Member RSUs | $30,000 grant-date fair value | 100% vests at 12 months |
| Chair of Board RSUs | $30,000 grant-date fair value (effective 1/1/2025) | 100% vests at 12 months |
| Lead Outside Director RSUs | $30,000 grant-date fair value (effective 1/1/2025) | 100% vests at 12 months |
| Annual Retainer RSUs (in lieu of cash) | Equal to expected cash fees | Vest in four quarterly installments; grant at AGM |
Board Committees (Current Membership snapshot)
| Committee | Chair | Members | Weihang Wang Status |
|---|---|---|---|
| Audit Committee | Michael Southworth | Marina Levinson; Shuo Zhang | Not listed as member |
| Compensation Committee | Eric Benhamou | Lloyd Carney | Not listed as member |
| Nominating & Corporate Governance Committee | Lloyd Carney | Eric Benhamou | Not listed as member |
Shareholder Voting Signals
| Proposal (2024 AGM) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Class II Directors (Carney) | 48,533,065 | 18,659,154 | — | 3,470,693 |
| Elect Class II Directors (Southworth) | 64,027,594 | 3,164,625 | — | 3,470,693 |
| Elect Class II Directors (Yueou Wang) | 61,267,203 | 5,925,016 | — | 3,470,693 |
| Ratify Auditor (Grant Thornton LLP) | 70,541,443 | 8,139 | 113,330 | — |
| Say-on-Pay (Advisory) | 65,709,170 | 1,365,246 | 117,803 | 3,470,693 |
Governance Assessment
- Independence and interlocks (RED FLAG): Wang is not deemed independent under Nasdaq/SEC rules and holds the chair role at Teamsun, a 16.4% beneficial owner of GDYN; coupled with historical director designation rights for ASL, this creates potential influence/conflict channels warranting heightened related-party oversight .
- Committee firewall: Wang is not listed on Audit, Compensation, or Nominating committees—an appropriate mitigation given non-independence; committee members are independent and the Audit Committee reviews related person transactions .
- Attendance/engagement: Board met four times in 2024 with each director at 95% attendance—no attendance concerns for Wang .
- Pay alignment: 2025 policy shift to RSU-in-lieu-of-cash with quarterly vesting, plus annual RSUs and committee RSUs, increases equity alignment; however, single-trigger change-in-control vesting for director awards is shareholder-unfriendly and should be monitored (moderate RED FLAG) .
- Hedging/pledging: Prohibited for directors under insider trading policy, supporting alignment; continue to monitor for any exceptions or disclosures .
- Ownership: Wang’s beneficial holding is 34,626 shares (<1%); equity exposure exists but is limited relative to overall ownership structure .
Overall: Wang brings deep IT/engineering leadership and external market insight. His non-independence and Teamsun/ASL ties represent a structural conflict risk; mitigations include exclusion from key committees and robust Audit Committee oversight of related-party transactions. The enhanced equity-based director pay policy strengthens alignment, but single-trigger CoC vesting remains a governance blemish .