Yury Gryzlov
About Yury Gryzlov
Yury Gryzlov is Chief Operating Officer of Grid Dynamics and CEO of Grid Dynamics Europe; age 42, serving as COO since January 2021 and at the company since 2007, overseeing budgeting, legal, HR, IT, office management, pricing, and recruiting . Company performance under the current program included 2024 revenue of $350.6 million (+12% YoY), GAAP net income of $4.0 million, and non‑GAAP EBITDA of $52.5 million, with PSU vesting certified at 208% of target for 2024 based on revenue growth, contribution margin, and relative market modifiers . Since the March 2020 listing, cumulative TSR to year‑end 2024 was 189.92 (on $100 invested), with peer group at 198.42 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grid Dynamics | First QA Manager | 2007 | Early operational leadership; foundation in quality to support scaling |
| Grid Dynamics | VP of Operations, Europe | N/A | Responsible for hiring, development, and retention offshore; people strategy |
| Grid Dynamics | SVP of Operations | N/A | Oversaw global people strategy and operational execution |
| Saratov Engineering Center | Deputy Director | N/A | Managed daily operations prior to Grid Dynamics tenure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | The 2025 proxy lists internal executive roles; no external directorships disclosed for Gryzlov . |
Fixed Compensation
Multi-year base salary and 2024 target bonus:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $369,488 | $475,200 | $442,840 |
| Target Bonus (% of Base) | N/A | N/A | 50% |
| Target Bonus (USD) | N/A | N/A | $221,420 (200,000 CHF converted at 1.1071) |
2024 quarterly bonus outcomes (Corporate Bonus Plan; 50% revenue, 50% non‑GAAP EBITDA):
| Quarter (2024) | Revenue ($mm) | Non‑GAAP EBITDA (% of revenue) | Achievement vs Target | Bonus Paid (USD) |
|---|---|---|---|---|
| Q1 | $79.8 | 12.1% | 85% | $34,120 |
| Q2 | $83.0 | 14.1% | 122% | $72,758 |
| Q3 | $87.4 | 17.0% | 128% | $75,708 |
| Q4 | $88.1 | 15.1% | 113% | $62,548 |
| Total | — | — | — | $245,134 |
Performance Compensation
Long-term equity incentives emphasize PSUs (performance) and RSUs (retention):
| Grant Type | Weight | Shares at Target | Grant Date Fair Value (USD) | Design & Vesting |
|---|---|---|---|---|
| RSUs (1/1/2024) | 45% | 80,000 | $1,066,400 (at $13.33) | 1/3 on first anniversary, then 1/12 quarterly thereafter |
| PSUs (1/1/2024) | 55% | 96,000 | $1,393,280 (probable outcome, ASC 718) | 3‑year period; yearly certification; 50% YoY revenue growth, 50% contribution margin; rTSR and rCAGR modifiers ±20% each vs Russell 2000 |
2024 PSU certification and payout:
| Metric | Weight | Target | Actual | Modifier | Earned (as % of target) | Vested Shares (2024 tranche) |
|---|---|---|---|---|---|---|
| YoY revenue growth (%) | 50% | Not disclosed | Achieved (aggregate result led to 160% base earn) | rTSR +20% (≈83rd percentile) | — | — |
| Contribution margin (%) | 50% | Not disclosed | Achieved (aggregate result led to 160% base earn) | rCAGR +10% (≈60th percentile) | — | — |
| Total PSU outcome | — | — | 160% base + 30% modifiers | — | 208% | 66,560 (from 32,000 target tranche) |
Equity Ownership & Alignment
| Component | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 866,294 (1.0% of 84,805,201) | |
| Common Shares Owned Directly | 401,956 | |
| Options Exercisable within 60 days | 457,671 (3.54 and 8.26 strikes; expirations 2028–2030) | |
| RSUs vesting within 60 days (as of 11/4/2025) | 6,667 | |
| Unvested RSUs (12/31/2024) | 80,000; MV $1,779,200 at $22.24 | |
| Unearned PSUs (remaining; 12/31/2024) | 133,120; payout value shown at grant fair value basis | |
| Anti‑hedging/pledging | Prohibited for officers and directors |
Stock trading practices: Rule 10b5‑1 plan guidelines; quarterly and special blackout periods; pre‑clearance required .
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective | July 15, 2022 (COO and managing officer/CEO of Grid Dynamics Europe) |
| Term | Initial 2 years; continues indefinitely unless non‑renewal; automatically extends to 12 months post‑change‑in‑control |
| Base Salary | 400,000 CHF (converted to USD in compensation tables) |
| Target Bonus | 200,000 CHF |
| Severance (outside CIC) | 12 months base salary; 50% of target bonus; COBRA-equivalent 12 months; one year of accelerated vesting for unvested equity |
| Severance (double‑trigger CIC) | Same cash severance; full accelerated vesting of outstanding unvested equity awards upon qualifying termination in CIC window |
| Estimated Severance Values (illustrative as of 12/29/2024) | Outside CIC total: $1,884,828; CIC total: $4,494,321 |
| Restrictive covenants | Indefinite confidentiality/invention assignment; non‑compete during employment |
| Clawback | Nasdaq‑compliant recovery policy adopted Nov 2023 covering cash and performance‑based equity for restatements within 3 years |
Compensation Structure Analysis
- Mix emphasizes “at-risk” pay with PSUs and RSUs; long-term equity awards for NEOs are 55% PSUs and 45% RSUs, aligning outcomes to revenue growth, contribution margin, and relative TSR/CAGR vs Russell 2000 .
- 2024 PSU outcome of 208% indicates over‑achievement versus targets and strong relative market positioning (rTSR ≈83rd percentile; rCAGR ≈60th percentile), amplifying earned equity and potential future selling pressure as tranches vest annually through 2026–2027 .
- Annual bonus targets and payouts were formulaic and tied equally to revenue and non‑GAAP EBITDA; Yury’s 2024 payouts exceeded target in three quarters, reflecting sustained operational execution .
- Say‑on‑pay support was 98% in 2024, signaling broad shareholder acceptance of pay‑for‑performance design and metric selection .
Performance Compensation (Detailed)
| Metric | Weighting | Measurement Period | Target Disclosure | 2024 Actual Outcome | Payout Mechanism | Vesting Schedule |
|---|---|---|---|---|---|---|
| Revenue ($) (annual bonus) | 50% | Quarterly 2024 | Targets set; not numerically disclosed | Achieved 85%, 122%, 128%, 113% of quarterly targets | Quarterly cash payouts 0–200% of target | Paid after each quarter |
| Non‑GAAP EBITDA ($) (annual bonus) | 50% | Quarterly 2024 | Targets set; not numerically disclosed | As above (combined achievement) | As above | As above |
| YoY Revenue Growth (%) (PSUs) | 50% | 2024–2026 (annual certification) | Double‑digit growth required (qualitative) | 2024 certified; base earn 160% prior to modifiers | Earned 0–200% then modified by rTSR/rCAGR | One‑third each year; certification by Mar 1 following year |
| Contribution Margin (%) (PSUs) | 50% | 2024–2026 | Efficiency-focused target (qualitative) | Included in 160% base earn | As above | As above |
| rTSR vs Russell 2000 (modifier) | ±20% | 1-, 2-, 3‑year assessed | N/A | ≈83rd percentile → +20% | Applied to earned PSUs | N/A |
| rCAGR vs Russell 2000 (modifier) | ±20% | 1-, 2-, 3‑year assessed | N/A | ≈60th percentile → +10% | Applied to earned PSUs | N/A |
Equity Ownership & Alignment (Detailed)
| Category | Detail |
|---|---|
| Beneficial ownership | 866,294 shares (1.0% of outstanding) as of Nov 4, 2025 |
| Components | 401,956 common shares; 457,671 options exercisable within 60 days; 6,667 RSUs vesting within 60 days |
| Outstanding awards (12/31/2024) | RSUs: 80,000 unvested; PSUs: 133,120 unearned remaining; options grants at $3.54 and $8.26 with expirations 2028/2029/2030 |
| Policy alignment | Anti‑hedging and anti‑pledging; 10b5‑1 plan guidelines; compliance pre‑clearance |
Employment Terms (Detailed)
| Provision | Outside CIC | Within CIC Window |
|---|---|---|
| Salary severance | $442,840 | $442,840 |
| Bonus severance | $110,710 | $110,710 |
| Health coverage (est.) | $26,531 | $26,531 |
| Equity acceleration | $1,304,747 value (illustrative at $13.33) | $3,914,240 value (illustrative at $13.33; full acceleration) |
| Total estimated | $1,884,828 | $4,494,321 |
Agreement features: at‑will employment; automatic extension to 12 months post‑CIC; confidentiality/invention assignment; non‑compete during employment .
Investment Implications
- Pay-for-performance alignment is robust: bonuses tied to revenue and EBITDA; PSUs tied to revenue growth, contribution margin, and relative TSR/CAGR—all with transparent certification and modifier mechanics. 2024 PSU earn at 208% signals strong operational execution and market outperformance, supporting confidence in management’s strategy .
- Vesting cadence and sizable equity holdings create mechanical supply risk around certification and quarterly RSU vesting windows; Yury’s exercisable option stack (457,671) and ongoing RSU/PSU vesting may translate into periodic insider selling pressure, albeit mitigated by 10b5‑1 plans and anti‑hedging/pledging policies .
- Retention and change‑in‑control terms are standard in tech services: 12‑month salary and 50% bonus severance with full double‑trigger equity acceleration, balancing retention with shareholder alignment; clawback coverage adds governance discipline .
- Shareholder sentiment is supportive (98% say‑on‑pay in 2024), and corporate performance trends (revenue +12% YoY, EBITDA growth) underpin incentive realization; monitoring future PSU certifications (2025–2026) and relative modifiers will be key to tracking ongoing pay‑performance symmetry and potential dilution from equity plans .