EPAM SYSTEMS INC (EPAM)
Sector: Information Technology
2026 Annual Meeting Analysis
EPAM SYSTEMS INC · Meeting: May 21, 2026
Directors FOR
1
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Roman has served since 2020, meaning his tenure fully overlaps the period in which EPAM's stock fell roughly 53% while the company's own compensation peer group returned a median of about +4% — a gap of 57 percentage points, far exceeding the 20-point trigger threshold for companies with negative absolute returns. The five-year check does not rescue the vote because the five-year gap of 62.6 percentage points also exceeds the applicable threshold, confirming this is sustained underperformance rather than a recent blip.
Ms. Smart has served since 2016, giving her full overlap with the underperformance period; EPAM's stock declined more than 53% over three years while peers gained roughly 4% on median, a 57-point gap well above the 20-point trigger threshold. The five-year track record is equally poor — a 62.6-point gap versus peers — so the policy's five-year mitigant does not apply, and a vote against is warranted.
Mr. Vargo has been a director since 2012 and chairs the Nominating and Corporate Governance Committee, giving him maximum accountability for the board's performance during the period in which EPAM shares lost more than half their value while the peer group posted positive returns — a 57-point gap that triggers a vote against. As with the other long-tenured nominees, the five-year data shows the same pattern of sustained underperformance, so no mitigant applies.
For Analysis
Mr. Fejes joined the board in September 2025 (less than 24 months ago), so he is fully exempt from the TSR underperformance trigger under policy; he brings deep operational expertise as the newly appointed CEO.
Of the four Class II director nominees, only Balazs Fejes earns a FOR vote because he joined the board fewer than 24 months ago and is exempt from the stock performance trigger. The other three nominees — Eugene Roman, Jill Smart, and Ronald Vargo — all have tenure that fully overlaps the period during which EPAM's stock fell roughly 53% while the company's own peer group returned a median of +4%; the resulting 57-point gap far exceeds the 20-point policy threshold for companies with negative absolute returns, and the five-year data confirms the underperformance is not a transient dip.
Say on Pay
✓ FORCEO
Balazs Fejes
Total Comp
$5,244,588
Prior Support
94%%
The CEO's total reported compensation of approximately $5.2 million — which includes a base salary of about $756K, a cash bonus of $767K, and equity awards of roughly $3.7 million — appears reasonable for a newly appointed CEO at a $7.6 billion technology services company, and prior shareholder support was a strong 94%, well above the 70% concern threshold. The pay mix is heavily weighted toward variable and long-term incentives (equity and performance stock awards make up roughly 71% of total pay), satisfying the policy's requirement that at least 50-60% of senior executive pay be performance-linked. Although EPAM's stock has significantly underperformed peers over the past three years, the incentive structure includes three-year performance stock awards tied to revenue growth, adjusted earnings per share, and relative total shareholder return against the S&P 500 IT Index, demonstrating a meaningful attempt to link pay to outcomes; given that Mr. Fejes only became CEO in September 2025 and his compensation package was freshly set as part of a planned succession, withholding support on pay structure would be premature.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
19 yrs
Audit Fees
$4,689,000
Non-Audit Fees
$846,000
Deloitte has served as EPAM's auditor since 2006, giving it approximately 19 years of tenure — below the 25-year threshold that would require scrutiny. Non-audit fees (audit-related fees of $353K + tax fees of $491K + other fees of $2K = $846K) represent about 18% of audit fees ($4,689K), well within the 50% limit, so no independence concern is triggered. Deloitte is a Big 4 firm appropriate for a company of EPAM's size and international complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 7
Stockholder Proposal to Hold an Advisory Vote on a Proposal to give Shareholders an Ability to Call for a Special Shareholders Meeting
John Chevedden is a well-known individual governance activist with a long track record of filing legitimate shareholder rights proposals, and the ask — giving shareholders the ability to call a special meeting — is a mainstream governance improvement that directly increases board accountability to owners. The board is simultaneously offering its own version (Proposal 2) with a 25% ownership threshold, which is meaningfully weaker than the 10% threshold in Chevedden's proposal; while the board's action is a positive step, a 25% threshold means a single large institutional shareholder or a small coalition is required before shareholders can force a meeting, which dilutes the right in practice. Given EPAM's severe stock price decline (shares fell from roughly $725 in 2021 to around $145 in late 2025, a drop of about 80%) and the need for stronger accountability mechanisms, the lower 10% threshold in this proposal better serves ordinary shareholders' interests even if the board's 25% version passes alongside it.
Overall Assessment
EPAM's 2026 annual meeting presents a mixed picture: the company has made genuine governance progress (declassified board, eliminating supermajority voting, now proposing a stockholder special-meeting right) but its stock has lost roughly half its value over three years while peers gained ground, making three of the four director nominees accountable for sustained underperformance under our policy. The auditor ratification and say-on-pay proposals both pass their respective screens cleanly, and the Chevedden special-meeting proposal earns support because it would give shareholders a stronger accountability tool (10% threshold) than the board's own proposal (25% threshold).
Compensation Peer Group
14 companies disclosed in 2026 proxy filing