Grid Dynamics (GDYN) Proxy Filing summary

Voting matters and shareholder proposals

• Proposal No. 3 seeks advisory approval of executive compensation for the year ended December 31, 2024, emphasizing performance-based pay and alignment with shareholder interests.

• Proposal No. 4 requests approval for 3.5 million additional shares under the 2020 Equity Incentive Plan, the first such request since 2020, to support long-term incentives.

• The Board urges shareholders to vote in favor of both proposals, highlighting their role in supporting disciplined growth and value creation.

Executive compensation and say-on-pay

• CEO equity grants are structured to reflect business performance, with larger grants in 2022 and 2024, a smaller grant in 2023, and none in 2025, averaging competitively over four years.

• Over 97% of the CEO's 2024 target compensation is performance-based or at risk, with 55% in PSUs tied to financial and market goals.

• The 2024 PSUs vest annually based on revenue growth, contribution margin, and relative total stockholder return, ensuring accountability and long-term focus.

• The 2025 compensation program remains materially unchanged, retaining core design and governance features.

• The compensation committee is fully independent, advised by an external consultant, and maintains best practices such as clawback policies and prohibitions on hedging.

Board of directors and corporate governance

• The compensation committee is independent and uses external consultants to ensure objective, market-based decisions.

• Governance features include a double-trigger change-in-control policy and comprehensive clawback provisions.