Grid Dynamics (GDYN) Proxy Filing summary

Executive summary

• Stockholders are urged to vote in favor of Proposal No. 3 (Say-on-Pay) and Proposal No. 4 (amendment to the 2020 Equity Incentive Plan), both supporting alignment of executive compensation with long-term performance and value creation.

• The 2025 executive compensation program remains materially unchanged from the prior year, maintaining strong governance and stockholder alignment.

• The Board emphasizes disciplined equity usage, responsible plan administration, and best-practice governance features.

Voting matters and shareholder proposals

• Proposal No. 3 seeks advisory approval of named executive officer compensation for 2024, with a focus on performance-based equity.

• Proposal No. 4 requests approval for 3.5 million additional shares under the 2020 Equity Incentive Plan, the first such request since 2020.

• The Board and compensation committee recommend voting “FOR” both proposals to support long-term incentives and stockholder value.

Executive compensation and say-on-pay

• CEO equity grants are timed and sized based on business performance, milestones, and leadership continuity, with no grant in 2025.

• 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.

• 2024 PSUs vest annually based on revenue growth, contribution margin, and relative performance metrics, reinforcing accountability.

• 98% of stockholders supported the 2024 Say-on-Pay proposal; the 2025 program retains the same core design.

• Compensation committee is fully independent, advised by an external consultant, and maintains best-practice features like clawbacks and anti-hedging policies.