Vladimir Rak
About Vladimir Rak
Vladimir Rak, age 48, is an independent Director of Mastech Digital (MHH) serving since April 2022. He is Executive Vice President & Chief Technology Officer at DICK’S Sporting Goods (since April 2020), and previously held senior technology leadership roles at Merck (SVP & CTO, Oct 2019–Mar 2020), Nike (Feb 2016–Oct 2019), and The Walt Disney Company (Sep 2011–Jan 2016); he holds an undergraduate degree in Computer Information Systems from Jacksonville University . The Board determined Mr. Rak to be independent under NYSE American and Company criteria; he attended all Board and committee meetings during his 2024 term .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DICK’S Sporting Goods, Inc. | EVP & Chief Technology Officer | Apr 2020–present | Leads technology Product Management, Design & Engineering and Foundational Platforms & Services |
| Merck & Co. | SVP & Chief Technology Officer | Oct 2019–Mar 2020 | Technology leadership |
| Nike, Inc. | Senior executive technology roles | Feb 2016–Oct 2019 | Senior IT leadership |
| The Walt Disney Company | Senior executive technology roles | Sep 2011–Jan 2016 | Senior IT leadership |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company board | — | — | No other public company directorships disclosed for Mr. Rak in MHH’s proxy |
Board Governance
- Independence: Independent director (not an employee; independent under NYSE American and Company criteria) .
- Tenure: Director since April 2022 (Class I, term expires 2027) .
- Attendance: Board met 8 times in 2024; each director attended all meetings during their term. Audit met 5; Compensation met 4; Nominating & Corporate Governance met 3; each committee member attended all meetings during their term .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit Committee | Member | 5 | 100% (each member attended all meetings during term) |
| Compensation Committee | Member | 4 | 100% (each member attended all meetings during term) |
| Nominating & Corporate Governance | Chair | 3 | 100% (each member attended all meetings during term) |
Additional governance policies relevant to directors:
- Anti-hedging/insider trading: Directors, officers, employees prohibited from short sales; company-level hedging limited to approved FX/interest rate cash flow hedges .
- Clawback: Board-adopted clawback policy effective Dec 1, 2023 for incentive-based compensation aligned to SEC/NYSE American rules .
Fixed Compensation
- Structure changes effective July 1, 2024: annual cash retainer increased to $75,000; chair fees set at $15,000 (Audit), $10,000 (Compensation), $5,000 (Nominating); annual stock award fair value increased to $75,000. Prior to July 1, 2024: cash retainer $65,000; Audit Chair fee $4,000; stock award $65,000 .
| Year | Cash Fees ($) | Chair Fees ($) | Stock Award Fair Value ($) | Total ($) |
|---|---|---|---|---|
| 2024 (Rak) | $72,500 | Included in cash (Chair of Nominating, fee level set mid-2024) | $65,000 | $137,500 |
Performance Compensation
- 2024 director equity awards were granted as restricted shares; no options outstanding for Mr. Rak at year-end .
| Grant Date | Instrument | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jan 30, 2024 | Restricted Shares | 7,403 | $65,000 | Not disclosed (restricted shares outstanding) |
Performance metrics: Director equity awards disclosed were restricted stock grants; no director performance share metrics were applied in 2024. The Company’s Plan allows performance share awards with metrics including EPS, revenue growth, EBITDA/EBIT, TSR, ROE/ROA, and others, but these were not used for independent director compensation in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no member (including Mr. Rak) had relationships requiring Item 404 disclosure, and no executives of other entities served reciprocally on MHH’s Compensation Committee |
Expertise & Qualifications
- Technology executive with large-enterprise IT leadership and buyer-of-services experience; background supports oversight of digital strategy/vendor management relevant to MHH’s services business .
- Not designated as Audit Committee financial expert (that designation is held by Arun Nayar) .
Equity Ownership
| As of | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Apr 4, 2025 | 15,059 | * (<1%) | Includes shares reportable within 60 days if applicable |
| Dec 31, 2024 (outstanding awards) | Restricted Shares Outstanding | 7,403 | Options Outstanding |
Insider reporting:
- One Form 4 filing was late for Mr. Rak in connection with the Jan 30, 2024 restricted stock grant; Company reported late filings for several directors including Mr. Rak, with the grant date specified .
Governance Assessment
- Strengths: Independent status; 100% attendance; chair of Nominating & Corporate Governance, signaling active oversight of board composition and governance practices . Compensation mix balanced (cash retainer plus equity), with no options outstanding—aligned, low-risk director pay structure . Company-wide policies on anti-hedging and clawbacks enhance governance quality .
- Risks/Red Flags: Administrative lapse with one late Form 4 filing tied to 2024 restricted share grant (minor filing control issue) . Founders and affiliates hold significant ownership (Trivedi/Wadhwani and trusts), which can influence governance dynamics; however, Board states majority independence excluding Messrs. Wadhwani, Trivedi, and Patel .
- Shareholder sentiment: Prior say-on-pay support was strong (94.94% approval in 2024), indicating general investor confidence in compensation governance, albeit focused on executives rather than directors .