Executive pay and governance changes at Grid Dynamics (NASDAQ: GDYN)
Rhea-AI Filing Summary
Grid Dynamics Holdings, Inc. filed an amended annual report mainly to add Part III information on directors, executive compensation, ownership and governance, and to include updated Section 302 certifications; it does not change the financial statements.
The company has a nine‑member, classified and largely independent board with separate audit, compensation, and nominating/governance committees. All committee members meet Nasdaq independence standards, and one director is designated as an audit committee financial expert.
Executive pay for the CEO, CFO and COO blends base salary, a quarterly performance‑based cash bonus, and long‑term equity. In 2025, revenue and non‑GAAP EBITDA under the Corporate Bonus Plan reached between 83% and 111% of quarterly targets, yielding a $774,000 bonus for the CEO on an $800,000 salary. PSUs tied to 2025 performance under the 2024 program paid out at about 206% of target, driven by $411.8 million in revenue and a 34.8% contribution margin, adjusted by relative TSR and revenue CAGR modifiers.
After only 57% support on the 2025 Say‑on‑Pay vote, the compensation committee removed a legacy equity‑repricing provision from the 2020 Equity Incentive Plan, enhanced PSU disclosure, and still avoided automatic equity grants by granting 2025 long‑term awards only to the COO. The framework also includes a clawback policy, stock ownership guidelines for directors, anti‑hedging and anti‑pledging rules, and double‑trigger change‑in‑control protection in executive employment agreements.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
Say-on-Pay financial
performance stock units (PSUs) financial
clawback policy regulatory
double-trigger change in control regulatory
Corporate Bonus Plan financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 1)
For the fiscal year ended
OR
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of | (I.R.S. Employer |
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(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | ☒ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $
As of February 27, 2026, there were
DOCUMENTS INCORPORATED BY REFERENCE
None.
Auditor Name:
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Explanatory Note
Reasons for Filing this Amendment
On March 5, 2026, Grid Dynamics Holdings, Inc. (“Grid Dynamics,” the “Company,” “we,” “us,” or “our”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original Filing”) with the Securities and Exchange Commission (the “SEC”). This Annual Report on Form 10-K/A (the “Amendment”) is being filed as Amendment No. 1 to the Original Filing for the purposes of including information that was to be incorporated by reference from our definitive proxy statement pursuant to Regulation 14A of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
In addition, pursuant to the rules of the SEC, we have also included as exhibits currently dated certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. We are amending and refiling Part IV to reflect the inclusion of those certifications.
Except as described above, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing. The filing of this Amendment is not a representation that any statements contained in items of the Original Filing other than Part III, Items 10 through 14, are true or complete as of any date subsequent to the Original Filing.
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Table of Contents
PART III | 1 | |
Item 10. | Directors, Executive Officers and Corporate Governance | 1 |
Item 11 | Executive Compensation | 8 |
Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 28 |
Item 13 | Certain Relationships and Related Transactions, and Director Independence | 30 |
Item 14 | Principal Accounting Fees and Services | 32 |
PART IV | 33 | |
Item 15. | Exhibit and Financial Statement Schedules | 33 |
Item 16. | Form 10-K Summary | 34 |
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
General
Our business is managed under the direction of our board of directors (the “Board” or “board of directors”), which is currently comprised of nine members. Six of our nine directors are independent within the meaning of the independent director requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Our board of directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.
There are currently three directors in Class I, three directors in Class II and three directors in Class III. The term of office of our Class I directors, Leonard Livschitz, Marina Levinson and Shuo Zhang, will expire at this year’s annual meeting of stockholders. The term of office of our Class II directors, Lloyd Carney, Michael Southworth and Yueou Wang, will expire at the 2027 annual meeting of stockholders. The term of office of our Class III directors, Eric Benhamou, Patrick Nicolet and Weihang Wang, will expire at the 2028 annual meeting of stockholders.
Information regarding our directors, including their age as of February 27, 2026, is set forth below.
Name | | Class | | Age | | Position | | Director |
Directors | ||||||||
Leonard Livschitz | I | 59 | Chief Executive Officer and Director | 2006 | ||||
Marina Levinson (1) | I | 67 | Director | 2020 | ||||
Shuo Zhang (1) | I | 60 | Director | 2017 | ||||
Lloyd Carney (2)(3) | II | 64 | Director and Chairman | 2018 | ||||
Michael Southworth (1) | II | 53 | Director | 2020 | ||||
Yueou Wang | II | 51 | Director | 2017 | ||||
Eric Benhamou (1)(2)(3) | III | 70 | Director | 2015 | ||||
Patrick Nicolet | III | 67 | Director | 2022 | ||||
Weihang Wang | III | 59 | Director | 2017 |
(1)Member of our audit committee.
(2)Member of our compensation committee.
(3) | Member of our nominating and corporate governance committee. |
Class I Directors (Terms Expire in 2026)
Leonard Livschitz. Mr. Livschitz has served as a director of Grid Dynamics’ board of directors since 2006 and as Chief Executive Officer of Grid Dynamics since 2014. Prior to joining Grid Dynamics as Chief Executive Officer, Mr. Livschitz co-founded the LED solutions company Luxera, serving as director from 2010 to 2014 and as President and Chief Executive Officer from 2010 to 2014. Prior to that, he served as Vice President of Sales and Marketing for Ledengin. Mr. Livschitz has over 30 years of experience in the high tech industry. He has held executive and management roles in sales, marketing, business development, and research and development with Philips Lumileds Lighting, Ledengin, Visteon Lighting and Ford Motor Company. Mr. Livschitz holds a Masters of Science degree in Systems and Control Engineering from Case Western Reserve University and a Masters of Science in Mechanical Engineering from Kharkov State Polytechnic University, Ukraine.
We believe Mr. Livschitz’s extensive entrepreneurial and executive experience in and knowledge of the high tech industry, including in technologies, applications, and trends in Artificial Intelligence (AI), Cloud Computing, Digital Commerce, Solid-State Lighting, Smart Home solutions, and the Internet of Things (IoT), as well as his experience with executive and management roles and responsibilities at Grid Dynamics, provide him with the necessary skills to serve as a member of the board of directors.
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Marina Levinson. Ms. Levinson is the founder and CEO of CIO Advisory Group LLC, which was founded in September 2011 and provides technology advice to venture capital and private equity firms and their portfolio companies. Since April 2014, she has also been a partner at venture capital firm BGV. From September 2021 to October 2023, Ms. Levinson was on the board of HomeSmart International, a real estate brokerage company, and was a member of the audit committee and chair of its compensation committee. Additionally, Ms. Levinson was a member of the board of directors of Personal Capital from October 2018 until August 2020 when Personal Capital was acquired by Empower Retirement. She also served on the board of Ellie Mae where she was the chair of the technology and cybersecurity committee and a member of the compensation committee from August 2014 until April 2019 when Ellie Mae was acquired by Thoma Bravo. She was also on the board of Carbonite where she was the chair of the nominating and corporate governance committee and a member of the information security risk committee from May 2017 until January 2020 when Carbonite was acquired by OpenText. From 2005 to 2011, Ms. Levinson served as senior vice president and chief information officer for NetApp, Inc. From 1999 to 2005, she served as vice president and chief information officer of Palm, Inc., having earlier served as senior director of global integration at 3Com. Ms. Levinson holds a B.S. in Computer Science from St. Petersburg Institute of Precision Mechanics and Optics.
We believe Ms. Levinson is qualified to serve on our board of directors due to her extensive operational and management experience in the technology industry as well as her public company governance experience.
Shuo Zhang. Ms. Zhang has served as a non-employee director of Grid Dynamics’ board of directors since 2017. Ms. Zhang currently serves on the boards of directors at several public and private companies, including S.O.I.TEC Silicon on Insulator Technologies SA, Telink Semiconductor and PDF Solutions. She is also actively involved with private venture capital firms in the Silicon Valley and currently serves as a China Advisory Partner for Benhamou Global Ventures (“BGV”). From December 2007 to September 2015, Ms. Zhang served in various senior management capacities at Cypress Semiconductor, including corporate development, general management and worldwide mobile sales. Prior to Cypress, Ms. Zhang served in many different product, marketing and sales management roles in Silicon Light Machines, Agilent Technologies, Altera Corporation, and LSI Corporation. Ms. Zhang holds a Bachelor’s Degree in electrical engineering from Zhejiang University and a Master of Science in material science and mechanics from Penn State University.
We believe Ms. Zhang is qualified to serve on our board of directors due to her experience in general management, marketing, sales and strategic business development.
Class II Directors (Terms Expire in 2027)
Lloyd Carney. Mr. Carney, a director since June 2018, has spent more than 25 years in the technology industry. He started at Wellfleet and Nortel Networks in 1997 and in 2002 he rose to become division president. In 2003, he joined Juniper Networks as Chief Operating Officer where he oversaw the engineering, product management and manufacturing divisions. Thereafter, in 2004, he was named Chief Executive Officer of Micromuse, an enterprise and telecom network management company. Mr. Carney led the sale of Micromuse to IBM for $865 million, staying at IBM for a year after the sale to ensure a smooth transition. In 2008, he became the Chief Executive Officer of Xsigo Systems, a provider of network visualization systems, which was sold to Oracle Corporation in 2012. Mr. Carney then accepted the role of Chief Executive Officer and director of Brocade Communications Systems, Inc., a networking solutions company, in early 2013. His tenure culminated in the sale of Brocade to Broadcom Ltd. for $5.5 billion in late 2017. Mr. Carney is currently a member of the board of directors and chairs the audit committee of Visa, a leading credit card company. He is also a member of the board of directors of Vertex Pharmaceuticals, a biotechnology company. From 2018 to 2021, he served as the chairman of Nuance Communications, a leading conversational AI solution provider. From 2005 to 2014, he was a member of the board of Cypress Semiconductor Corporation, where he served on the audit and compensation committees. He was also a member of the board of Technicolor (SA), a technology company in the media and entertainment sector from 2010 until 2015, where he chaired its technology committee. In addition, since 2007 he has served as Chief Executive Officer of Carney Global Ventures, LLC, a global investment vehicle. Mr. Carney holds a B.S. degree in Electrical Engineering Technology from Wentworth Institute of Technology, as well as a M.S. degree in Applied Business Management from Lesley College.
We believe Mr. Carney is qualified to serve on our board of directors due to his extensive operational and management experience in the technology industry as well as the broad scope of experience he brings to bear.
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Michael Southworth. Mr. Southworth is currently the CEO of Babel Street, an AI-enabled open-source analytics company, where he has served since March 2022. Previously, he was President of Transflo, a leading provider of digital transformation solutions for the transportation market, from October 2020 to January 2022, and General Manager of the Intelligent Self-Service business at Verint Systems, Inc., a leading provider of customer engagement solutions, from February 2016 until September 2020. From June 2014 to February 2016, Mr. Southworth was Chief Executive Officer of Contact Solutions, a company acquired by Verint in February 2016 and led Contact Solution’s business transformation, including strategy planning, risk mitigation, executive recruitment and change management. For over two decades, Mr. Southworth has directed companies from the start-up phase through major periods of growth, leading numerous equity and debt financings and over $5.0 billion in mergers and acquisitions. Prior to Contact Solutions, Mr. Southworth was Senior Vice President of Global Wireless Solutions at Corning. In addition, he held senior financial roles at a number of technology companies including MobileAccess Networks, Telemus Solutions, Lucent Technologies, Chromatis Networks, and the X-Stream Network. Mr. Southworth began his career in the Silicon Valley office of PricewaterhouseCoopers where he managed IPOs and advised clients on tax and accounting matters. Mr. Southworth holds a Bachelor of Science from the University of California at Berkeley. He is a Certified Public Accountant in the State of California and previously served on the Board of Directors of Quality of Life Plus and Finjan Holding, Inc.
We believe Mr. Southworth is qualified to serve on our board of directors due to his extensive operational and management experience with multinational technology growth companies and expertise in equity and debt financing.
Yueou Wang. Mr. Wang has served as a non-employee director of Grid Dynamics’ board of directors since 2017. Mr. Wang has served as Chief Executive Officer and Executive Director of Automated Systems Holdings Limited (“ASL”), the former parent company of Grid Dynamics, since September 2016 and September 2015, respectively. Mr. Wang joined ASL in 2011 as Financial Controller, Chief Financial Officer and Joint Company Secretary. Mr. Wang is currently a director of certain ASL subsidiaries and an associate of ASL (i.e., the directorship of i-Sprint). He was a director of Teamsun from December 2017 until February 2020. Previously, Mr. Wang was the Chief Financial Officer and a board secretary of Guangzhou Headway Technology Co., Ltd., and a regional finance manager (China) of Wistron Information Technology & Services Corporation. Mr. Wang holds a Bachelor’s degree in International Accounting from Jinan University, a Master’s degree in Business Administration from University of Wales, United Kingdom and an Executive Master’s degree in Business Administration from Research Institute of Tsinghua University.
We believe Mr. Wang’s financial management expertise, including his expertise in the IT industry, provides him with the necessary skills to serve as a member of the board of directors and enables him to contribute valuable insight regarding financial and strategic business issues.
Class III Directors (Terms Expire in 2028)
Eric Benhamou. Mr. Benhamou, a director since inception, co-founded Bridge Communications, a specialist in computer network technologies in 1981. Bridge Communications later merged with 3Com Corporation, a networking equipment vendor, in 1987. Thereafter, he became Chief Executive Officer of 3Com, serving there from 1990 to 2000, and as chairman until 2010. As 3Com’s Chief Executive Officer, he led the company in acquiring US Robotics, the owner of Palm, Inc. the maker of the groundbreaking Palm Pilot. Palm, Inc. was thereafter spun off in 2000, and Mr. Benhamou served as its Chief Executive Officer until 2003. In 2003, Mr. Benhamou founded BGV, a venture capital firm focused on technology companies, specializing in cloud software, artificial intelligence cyber security, and mobile applications. Mr. Benhamou was a member of the board of directors of Silicon Valley Bank from 2004 until October 2024. He was a member of the board of directors of Finjan Holdings, a cybersecurity firm, from 2013 until July 2020. He served on the board of Cypress Semiconductor as chairman for over a decade, until 2017. He served as a member of the board of directors of Enterprise 4.0 Technology Acquisition Corp, a special purpose acquisition company, from May 2021 until September 2023. He also serves on the board of several privately held technology companies, including Evinced, an AI-powered digital accessibility company, Virtana (formerly Virtual Instruments), an IT infrastructure performance management platform, 6dbytes, a food robotics company, Source Defense, a cybersecurity company, Totango Ltd., an AI software company, and Covu, an InsureTech AI company. He holds an M.S. from Stanford University’s School of Engineering and a Diplôme d’Ingénieur and a Doctorate from Ecole Nationale Supérieure d’Arts et Métiers, Paris. Mr. Benhamou taught entrepreneurship in various business schools around the world for over 10 years, principally at INSEAD, Stanford University and IDC’s Herzliya’s Arison School of Business, where he was a visiting professor. He also served on the Advisory Board of Stanford’s School of Engineering and the Board of Governors of Ben Gurion University of the Negev in Israel.
We believe Mr. Benhamou is qualified to serve on our board of directors due to his extensive operational and management experience in the technology industry as well as his public company governance experience and his venture capital background.
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Patrick Nicolet. Mr. Nicolet is the Chairman of Linebreak AG, an information technology services company specializing in real-time and distributed solutions for the enterprise that he founded in January 2021. Prior to that, he spent over twenty years in various roles at Capgemini SE, a consulting, technology services and digital transformation company, including seven as a Group Executive Board member. He also serves on the boards of directors of several private companies. Mr. Nicolet received his Bachelor of Laws (LLB) from the Université de Lausanne in Switzerland in 1984 and previously served in the Swiss Air Force where he obtained the Grade of Major.
We believe Mr. Nicolet’s decades of operational and management experience in the technology industry, particularly in consulting and digital transformation, provides him with the necessary skills to serve as a member of the board of directors.
Weihang Wang. Mr. Wang has served as a non-employee director of Grid Dynamics’ board of directors since 2017. Mr. Wang has been a Director of ASL, the former parent company of Grid Dynamics, since 2009 and was re-designated from a Non-Executive Director to an Executive Director in May 2014. Mr. Wang has also served as the chairman and a director of Teamsun, ASL’s ultimate holding company listed on the Shanghai Stock Exchange, since 2014, and currently is also the sole director of Hong Kong Teamsun. Hong Kong Teamsun is a wholly owned subsidiary of Teamsun. Mr. Wang previously also served as the chief executive officer of Teamsun from 2014 to July 2019. Prior to his re-designation as the chairman and chief executive officer of Teamsun in 2014, Mr. Wang was the general manager of Teamsun, and the vice-chairman and general manager of Teamsun’s first board of directors. Mr. Wang holds an Executive Master’s Degree in Business Administration from Tsinghua University in the PRC and a Master’s Degree in Semi-Conductor Materials and Microelectronic Technology from the Information and Electronic Engineering Department of Zhejiang University in the PRC. Mr. Wang was awarded as China Software Industry Outstanding Entrepreneur Laureate and China Software Industry Prestige Award Laureate by China Software Industry Association in 2009. He was also awarded the “Innovation Outstanding Personality of Chinese Brand Award” in 2011.
We believe Mr. Wang’s leadership roles in the IT industry and background in technology and engineering enable Mr. Wang to provide valuable insight to the board of directors regarding business strategy and industry trends.
Executive Officers
The following table sets forth certain information about our executive officers and their respective ages as of February 27, 2026. Officers are elected by the board of directors to hold office until their successors are elected and qualified. There are no family relationships among any of our directors or executive officers.
Name | | Age | | Position |
Leonard Livschitz | 59 | Chief Executive Officer and Director | ||
Anil Doradla | 56 | Chief Financial Officer | ||
Yury Gryzlov | 43 | Chief Operating Officer and Chief Executive Officer of Grid Dynamics Europe |
For the biography of Mr. Livschitz, see “General — Class I Directors (Terms Expire in 2026)” above.
Anil Doradla. Mr. Doradla joined Grid Dynamics in December 2019 as Chief Financial Officer. Prior to joining Grid Dynamics, Mr. Doradla most recently served as Chief Financial Officer of Airgain, Inc. (NASDAQ:AIRG), a provider of advanced antenna technologies used to enable high performance wireless networking across a broad range of devices and markets, from February 2018 until November 2019. Prior to Airgain, Mr. Doradla was an equity research analyst at William Blair covering the technology sector that included ITO and BPO Services from June 2008 through January 2018. Prior to William Blair, Mr. Doradla held a range of senior finance, strategy and technology roles with Caris and Company, Deutsche Bank AG, AT&T Labs, and LCC International.
Yury Gryzlov. Mr. Gryzlov joined Grid Dynamics in 2007 as the Company’s first QA Manager and has served as Chief Operating Officer since January 2021. As the Chief Operating Officer, he is in charge of all facets of Grid Dynamics’ operations, including budgeting, legal, HR, IT, office management, pricing, and recruiting. In August 2022, Mr. Gryzlov took on the additional role of Chief Executive Officer of Grid Dynamics Europe. Previously, he served as Senior Vice President of Operations and the Vice President of Operations in Europe, where he was responsible for all aspects of Grid Dynamics’ people strategy, including hiring, developing, and retaining Grid Dynamics personnel offshore. Prior to that, Mr. Gryzlov was the Deputy Director of the Saratov Engineering Center, where he managed all of the daily operations.
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Code of Business Conduct and Ethics
Our board of directors has adopted a code of business conduct and ethics that applies to each of our directors, officers and employees. Our agents and contractors are also expected to read, understand and abide by the code. The code addresses various topics, including:
| ● | compliance with applicable laws, rules and regulations; |
| ● | conflicts of interest; |
| ● | public communications; |
| ● | financial reporting; |
| ● | safeguarding company assets (including prohibitions on insider trading); |
| ● | insider trading; |
| ● | responsibilities to our customers, suppliers and competitors; |
| ● | working with governments; and |
| ● | reporting of violations of the code. |
The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our investor relations webpage at https://ir.griddynamics.com/corporate-governance.html in the “Corporate Governance” section. We intend to post any amendments to our Code of Business Conduct and Ethics, and any waivers of our Code of Business Conduct and Ethics for directors and executive officers, on the same website. The inclusion of our website address in this Amendment does not include or incorporate by reference the information on our website into this Amendment.
Board and Stockholder Meetings and Committees
During the fiscal year ended December 31, 2025, Grid Dynamics’ board of directors held four meetings (including regularly scheduled and special meetings), and each director attended 100% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.
We encourage, but do not require, our directors to attend our annual meeting of stockholders. Seven of our directors who served at the time of the 2025 annual meeting of stockholders attended such meeting.
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, which are standing committees of the board of directors. The current membership of our committees is set forth below. Each of our standing committees operates under a written charter that complies with the applicable requirements of the Nasdaq listing standards and the applicable rules and regulations of the SEC. Each of the charters is posted on the “Corporate Governance” section of our investor relations website at https://ir.griddynamics.com/corporate-governance.html.
Name of Director(1) | | Audit | | Compensation | | Nominating and |
Eric Benhamou | Member | Chair | Member | |||
Lloyd Carney | Member | Chair | ||||
Marina Levinson | Member | |||||
Michael Southworth | Chair | |||||
Shuo Zhang | Member |
(1) | Lists current membership of our committees. |
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Audit Committee
Our audit committee is responsible for, among other things:
| ● | selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; |
| ● | helping to ensure the independence and performance of the independent registered public accounting firm; |
| ● | discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, our interim and year-end financial statements; |
| ● | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
| ● | reviewing our policies on and oversees risk assessment and risk management, including enterprise risk management; |
| ● | reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures; |
| ● | providing oversight on matters related to our cybersecurity, IT strategy, operations, policies, controls and risk management; |
| ● | reviewing related person transactions; and |
| ● | approving or pre-approving, as required, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm. |
Each of the members of our audit committee meets the requirements for independence under the listing standards of Nasdaq and the applicable rules and regulations of the SEC. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of Nasdaq. In addition, our board of directors has determined that Ms. Zhang is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). The audit committee held four meetings in 2025.
Compensation Committee
Our compensation committee is responsible for, among other things:
| ● | reviewing, approving and determining the compensation of our executive officers and key employees (other than the CEO); |
| ● | reviewing and recommending for approval to the Board the compensation of our CEO; |
| ● | reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on the board of directors or any committee thereof; |
| ● | administering our equity compensation plans; |
| ● | reviewing, approving and making recommendations to our board of directors regarding incentive compensation and equity compensation plans; and |
| ● | establishing and reviewing general policies relating to compensation and benefits of our employees. |
Each of the members of our compensation committee meets the requirements for independence under the listing standards of Nasdaq and the applicable rules and regulations of the SEC. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The compensation committee held four meetings in 2025.
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Nominating and Corporate Governance Committee
Our nominating and corporate governance committee is responsible for, among other things:
| ● | identifying, evaluating and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees; |
| ● | overseeing the evaluation of our board of directors and its committees; |
| ● | considering, and making recommendations to our board of directors regarding, the composition of our board of directors and its committees; |
| ● | reviewing developments in corporate governance practices; |
| ● | evaluating the adequacy of our corporate governance practices and reporting; and |
| ● | developing, and making recommendations to our board of directors regarding, corporate governance guidelines and matters. |
Each of the members of our nominating and corporate governance committee meets the requirements for independence under the listing standards of Nasdaq. The nominating and corporate governance committee held two meetings in 2025.
Compensation Committee Interlocks and Insider Participation
In 2025, Mr. Benhamou and Mr. Carney served as members of our compensation committee. None of the members of our compensation committee is or has been an officer or employee of Grid Dynamics. None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee or director (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our compensation committee or board of directors.
Insider Trading Policy
Our insider trading policy also includes Rule 10b5-1 trading plan guidelines that permit trading pursuant to Rule 10b5-1 trading plans (“10b5-1 plans”). Under these guidelines, among other restrictions, 10b5-1 plans may only be adopted or modified when the person adopting the trading plan is not aware of any material nonpublic information and there is an open trading window. In addition, the first trade under a 10b5-1 plan may not occur until the completion of a cooling off period in compliance with SEC rules.
The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.
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Item 11. Executive Compensation
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) explains our executive compensation program for our named executive officers (“NEOs”) listed below. This CD&A also describes the compensation committee’s process for making pay decisions, as well as its rationale for specific decisions related to the year ended December 31, 2025.
Name | | Position |
Leonard Livschitz | Chief Executive Officer and Director | |
Anil Doradla | Chief Financial Officer | |
Yury Gryzlov | Chief Operating Officer and Chief Executive Officer of Grid Dynamics Europe |
Executive Summary
Grid Dynamics is a leading provider of technology consulting, platform and product engineering, and advanced analytics services. Fusing technical vision with business acumen, we enable positive business outcomes for enterprise companies undergoing business transformation by solving their most pressing technical challenges. A key differentiator is our eight years of experience and leadership in enterprise artificial intelligence (“AI”), supported by profound expertise and ongoing investment in data, analytics, cloud & DevOps, application modernization, and customer experience. Founded in 2006, Grid Dynamics is headquartered in Silicon Valley with offices across the Americas, Europe, and India.
2025 Business Highlights
In 2025, Grid Dynamics advanced its strategy to scale enterprise AI and digital transformation work by deepening strategic customer relationships, expanding higher-value engagements, and leveraging its global delivery model. The year unfolded amid macroeconomic uncertainty, including inflationary pressures, market volatility, and a higher interest rate environment that can increase budget pressure and elongate decision cycles, resulting in delayed or slower digital transformation initiatives. Against that backdrop, Grid Dynamics delivered record full-year revenues, reflecting strong execution and sustained demand across core verticals.
| ● | Revenue — Total revenues were $411.8 million, an increase of 17.5% year-over-year. Growth was supported by continued expansion across key verticals, including meaningful contributions from Finance (up 66.9% year-over-year to $100.4 million), while Retail remained the largest vertical, reflecting sustained relevance of Grid Dynamics’ offerings across customer demand cycles. |
| ● | GAAP Net Income — GAAP net income attributable to common stockholders was $9.7 million (or $0.11 per diluted share), compared to $4.0 million (or $0.05 per diluted share) in 2024. The year-over-year improvement reflected the operating leverage that comes with scaling revenue while maintaining disciplined execution. |
| ● | Non-GAAP EBITDA — Non-GAAP EBITDA (earnings before interest, taxes, depreciation, amortization, other income, net, fair value adjustments, stock-based compensation, and transaction and transformation-related costs as well as geographic reorganization expenses), a non-GAAP metric, was $53.8 million, compared with $52.5 million in 2024. This performance reflected continued investment to support growth while sustaining profitability and demonstrating the resilience of the model as the business scaled. |
| ● | Customers — We continued to prioritize deeper, higher-value engagements with strategic customers in 2025. AI revenue exceeded $90 million in 2025 (representing 30% year-over-year growth), underscoring momentum in AI-led programs and reinforcing Grid Dynamics’ position as a partner for customers pursuing enterprise-scale AI adoption. |
| ● | Continuing to Scale — We continued to invest in our global delivery platform to support customer demand, ending 2025 with 4,961 employees. We generated $40.6 million in operating cash flow and ended the year with $342.1 million in cash and cash equivalents, providing substantial flexibility to fund growth initiatives and maintain strategic optionality. |
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2025 Say-on-Pay and Stockholder Engagement
At our 2025 Annual Meeting, stockholders voted on the compensation of our named executive officers for fiscal year 2024. The Company received approximately 57% support for its Say-on-Pay proposal. While this level of support was lower than in prior years, the compensation committee believes the Company’s executive compensation program remains fundamentally sound, performance-oriented, and aligned with long-term stockholder value creation. Importantly, this outcome followed a year in which stockholders had expressed strong support for the Company’s compensation program, with 98% of votes cast in favor of Say-on-Pay at the 2024 Annual Meeting. The compensation committee did not make fundamental changes to the program design for 2025, as it believes the program’s core structure, performance orientation, and governance framework remain appropriate. However, as further described below, we have enhanced certain disclosures and made certain changes in response to stockholder feedback.
We take investor considerations seriously and actively engage with stockholders in the United States and internationally to gather ongoing perspectives on executive compensation, Company performance, governance practices, and long-term strategy. Throughout the year, we engaged with stockholders representing approximately 40% of our outstanding shares (excluding shares held by directors, executive officers and affiliated entities), including many of our largest institutional investors. Members of senior management, and, in certain cases, the chair of the Board and/or compensation committee, participated directly in these discussions, reflecting the importance the Board places on stockholder feedback.
These efforts confirmed that the 2025 Say-on-Pay outcome was driven primarily by two areas of stockholder concern, each of which has been carefully evaluated and addressed.
What We Heard | What We Did |
Certain stockholders expressed concern regarding the presence of a legacy provision permitting the repricing or exchange of equity awards without stockholder approval, despite the fact that it had never been used. | The compensation committee approved an amendment to the 2020 Equity Incentive Plan (the “2020 Plan”) to eliminate the ability to reprice or exchange awards without stockholder approval, aligning the 2020 Plan with prevailing governance standards and directly addressing stockholder feedback. |
Stockholders noted that limited disclosure of performance goals and outcomes for PSU awards reduced transparency into how long-term incentive payouts are determined. | We have enhanced this CD&A narrative to include disclosure of performance levels for PSU awards for the completed performance period, as well as actual performance and resulting payout outcomes, providing clearer visibility into the rigor of goals and alignment with stockholder value creation. |
The compensation committee believes these actions reflect a thoughtful and responsive approach, while preserving the core elements of a compensation program designed to support the Company’s strategy and long-term stockholder value creation. This includes maintaining a disciplined, performance-based approach to equity compensation, with award timing and sizing aligned to Company performance and strategic execution. As part of this approach, no equity awards were granted to either the CEO or CFO in 2025, consistent with the compensation committee’s practice of not making routine or automatic grants. At the same time, strong governance and stockholder alignment continue to underpin the program, including an independent compensation committee advised by an external consultant and the continued application of best-practice policies such as a double-trigger change-in-control provision, a comprehensive clawback policy prohibitions on hedging and pledging Company stock, and stock ownership guidelines for directors.
The compensation committee remains committed to ongoing engagement, continued transparency, and strong alignment with stockholder interests.
2025 Compensation Highlights
Our compensation committee and the Board believe that executive compensation should be linked to our overall financial performance, strategic success and stockholder returns. As such, our executive compensation program is designed to attract highly qualified individuals, retain those individuals in a competitive marketplace for executive talent and motivate performance. We seek to align individual performance with long-term strategic business objectives and stockholder interests in a manner consistent with safe and sound business practices and sustainable financial performance. We believe our executive compensation program as developed and implemented, and as presented in this CD&A, achieves these objectives and is appropriate for a company in our industry and at our stage of growth.
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Our executive compensation program has three primary elements: base salary, incentives in the form of annual cash bonuses, paid quarterly, under our Corporate Bonus Plan, and long-term equity incentives in the form of PSUs and RSUs. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component of any market-competitive compensation program. Incentives in the form of annual cash bonuses, paid quarterly, under our Corporate Bonus Plan, reward the achievement of short-term goals, while long-term equity incentives drive our NEOs to focus on long-term sustainable stockholder value creation.
Based on our performance and consistent with the design of our program, our compensation committee and Board made the following executive compensation decisions for 2025:
Compensation Element | | Highlights |
Base Salary |
| In 2025, none of the NEOs received base salary increases, except for Mr. Gryzlov. The compensation committee approved Mr. Gryzlov’s base salary increase to better align his base salary with the market. |
Cash Incentives |
| Our NEOs are eligible to receive payments under our Corporate Bonus Plan, which provides that eligible participants, including the NEOs, earn annual cash bonuses, paid quarterly, based on achievement of our financial performance objectives. Performance targets are established based on a combination of pre-determined goals, which included equally weighted revenue and non-GAAP EBITDA targets for 2025. The Company exceeded these performance targets in two quarters during 2025, achieving 83%, 88%, 105% and 111% of the quarterly performance targets for each of the three months ended March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025, respectively. Accordingly, in two of the four quarters of 2025, our NEOs received quarterly cash incentive payments that surpassed their target bonus opportunities under our Corporate Bonus Plan. |
Long-Term Equity Incentives |
| Mr. Livschitz, our CEO, and Mr. Doradla, our CFO, did not receive long-term equity incentive awards in 2025. However, for 2025, the compensation committee granted a long-term equity incentive award to Mr. Gryzlov, structured with a mix of approximately 52% PSUs and 48% RSUs to align Mr. Gryzlov’s target long-term incentive opportunity with market practice for similarly situated executives, while reinforcing a pay-for-performance orientation and supporting retention during a critical period of execution.. The PSUs vest in two tranches, aligned with the performance objectives of the 2024 PSU award, with each tranche vesting on each of the first two anniversaries of the grant date. The RSUs vest over a three-year service period, with one-third vesting on the first anniversary of the grant date, and the remaining RSUs vesting in equal quarterly installments of one-eighth thereafter. In February 2026, the compensation committee and Board certified the achievement of the 2025 performance goals for year-over-year revenue growth and contribution margin for the second year of the 2024 PSU grant. This performance resulted in the vesting of 187.4% of the target number of PSUs for the second year of the three-year performance period (one-third of the award). Additionally, the rTSR and rCAGR modifiers were assessed at approximately the 27thand 79th percentiles. This resulted in a -10% rTSR modifier and a +20% rCAGR modifier, resulting in a +10% upward adjustment to the vesting PSUs, and resulted in earned PSUs of 206% of target. |
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What Guides Our Program
Executive Compensation Philosophy and Objectives
We operate in the software and technology industry and face a highly competitive environment for top-level executive talent. To accomplish our business and growth objectives, we must be able to attract and retain talented executives whose skills and experience enable them to contribute to our long-term success. To that end, the principal objectives and philosophy of our executive compensation programs are to attract, fairly compensate, appropriately incentivize, and retain our executives in a manner that aligns their long-term interests with those of our stockholders. The compensation committee strives to set base salaries at levels that are competitive, with leveraged incentive opportunities that provide higher payouts when our performance is significantly above target and result in lower total compensation than our peers when performance targets are missed. Our executive compensation program is designed to be:
| ● | Competitively Positioned: Target compensation should be competitive with that being offered to individuals in comparable roles at other companies with which we compete for talent to ensure that we employ the best people to lead our success. |
| ● | Performance-Driven and Stockholder-Aligned: A meaningful portion of total compensation should be variable and linked to the achievement of specific short- and long-term performance objectives and designed to drive stockholder value creation. |
| ● | Maximized for Leadership Impact: We recognize, particularly in our executive team, that the value each leader brings to us extends well beyond their functional role. This means that although our compensation is informed by reviewing competitive market data, we also pay our executive team based on the impact they have on our business performance goals. |
| ● | Responsibly Governed: Decisions about compensation should be guided by best-practice governance standards and rigorous processes that encourage prudent decision-making. |
Best Compensation Practices & Policies
We also believe the following practices and policies within our program promote sound compensation governance and are in the best interests of our stockholders and executives:
What We Do | What We Don’t Do | ||
✓ | Emphasize variable pay over fixed pay—the majority (97%) of the CEO’s target compensation is “at-risk” and directly tied to our financial results and stock performance | ✘ | No tax gross ups other than for qualified relocation expenses |
✓ | Maintain anti-hedging and anti-pledging policies | ✘ | No option or stock appreciation rights granted below fair market value |
✓ | Provide for “double-trigger” equity award vesting and severance benefits upon a change in control | ✘ | No supplemental executive retirement plans except in jurisdictions where statutorily required |
✓ | Use an independent compensation consultant | ✘ | No significant perquisites |
✓ | Responsible use of equity awards under our long-term incentive program | ✘ | No timing the release of material non-public information for purposes of affecting the value of long-term equity incentives |
✓ | Pay for performance philosophy and culture |
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✓ | Maintain a compensation recovery (clawback) policy |
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✓ | Include stock ownership guidelines that require directors to hold three times their annual cash retainer | ||
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Executive Compensation Decision-Making Process
The Role of the Compensation Committee. Our Board established a compensation committee to discharge its responsibilities relating to our executive compensation policies and programs. Our compensation committee oversees the executive compensation program for our NEOs. The compensation committee is comprised of independent, non-employee members of the Board and works closely with its independent consultant and management to examine the effectiveness of our executive compensation program throughout the year. Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our Board on its discussions, decisions and other actions. Our compensation committee reviews, evaluates and recommends to the Board the compensation of our chief executive officer. Our compensation committee also reviews, approves and administers our incentive compensation plans, equity compensation plans, and such other plans as are designated from time to time by the Board. Details of the compensation committee’s authority and responsibilities are specified in its charter, which may be accessed at our website at https://ir.griddynamics.com/corporate-governance.
The Role of Management. Members of our management team attend regular meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated; however, they are not present in the board room, nor do they participate in discussions about their own pay. Only our compensation committee members are allowed to vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to the compensation of NEOs with the compensation committee providing input, transparency and oversight. The CEO does not participate in the deliberations of the Board or compensation committee regarding his own compensation. Independent members of the Board make all final determinations regarding CEO compensation.
The Role of the Independent Consultant. Our compensation committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to authority granted to it under its charter, the compensation committee has hired Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant. Pearl Meyer reports directly to the compensation committee and does not provide any additional services to management. The compensation committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules.
The Role of Peer Group Companies. Our compensation committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. The compensation committee regularly reviews the Company’s peer group to ensure it reflects organizations that are most relevant for benchmarking executive compensation. For the purposes of setting 2025 compensation levels, the compensation committee assessed potential comparators to evaluate the degree to which the current peer companies have kept pace with our growth and evolution. The compensation committee also took into consideration the broader marketplace to identify appropriate and relevant additions and removals from the current peer companies. New companies were added to the peer group to maintain relevance and ensure alignment with our size, industry, and competitive landscape, while several companies were removed due to acquisition or significant changes in their business status or market capitalization:
Additions | Removals |
A10 Networks Inc. | American Software, Inc. |
OneSpan Inc. | eGain Corporation |
SentinelOne Inc. | Model N, Inc. |
SolarWinds Corporation |
In conjunction with the recommendation of Pearl Meyer, the compensation committee took into account publicly available data for the peer companies (the “2025 Compensation Peer Group”) listed below along with industry specific survey data, where appropriate. Selection criteria for determining and reviewing the 2025 Compensation Peer Group, used to establish the competitive market for the NEOs, generally include:
| ● | Industry: IT consulting and services, systems software and applications software companies. |
| ● | Size: Companies with revenues ranging from $100 million to $1 billion and market capitalization between $100 million and $10 billion. |
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The 2025 Compensation Peer Group is listed below. Grid Dynamics is positioned at the 33rd percentile in revenue and the 32nd percentile in market capitalization as of June 2025.
Peer Companies | ||||||||||
A10 Networks | N-able, Inc. | Peer Data As of June 2025 | ||||||||
Agilysys, Inc. |
| OneSpan Inc. | | ($ in millions) | ||||||
BlackLine, Inc. |
| PagerDuty, Inc. |
| Percentile | | Revenue | | Market Cap | ||
Endava plc |
| Progress Software Corporation |
| 25th | $ | 302 | $ | 898 | ||
Fastly, Inc. |
| PROS Holdings, Inc. |
| |
|
| | |||
The Hackett Group, Inc. |
| Qualys, Inc. |
| Median | $ | 515 | $ | 1,474 | ||
Information Services Group, Inc. |
| Rapid7, Inc. |
| |
|
| | |||
JFrog Ltd. |
| SentinelOne Inc. |
| 75th | $ | 752 | $ | 3,552 | ||
LiveRamp Holdings, Inc. |
| TechTarget, Inc. |
| |||||||
| Varonis Systems, Inc. |
| Grid Dynamics | $ | 371 | $ | 1,059 | |||
| Workiva Inc | % Rank |
| 33 |
| 32 | ||||
Our compensation committee also reviewed equity information from a group of “reference companies,” including EPAM Systems, Inc. and Globant S.A.
It is important to note that market data is not the sole determinant in setting pay levels for the NEOs. Actual pay levels can be above or below the targeted levels depending on factors such as experience, individual or Company performance, tenure, employee potential, unique skills, the position and responsibilities of the position, criticality of the position to our Company, recommendations of our CEO and other factors. In general, our compensation committee desires to balance general internal and external equity and reserves the right to use discretion to deviate when necessary to recruit employees and/or retain the right talent.
Principal Elements of Compensation
Base Salary
Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. We provide base salaries to our executive officers to compensate them for services rendered on a day-to-day basis and to provide sufficient and predictable annual cash income to allow them to focus on their responsibilities to the Company. In making base salary decisions, our compensation committee considers the CEO’s recommendations, as well as each NEO’s position and level of responsibility within our Company.
Our compensation committee takes into account factors such as competitive market data as well as individual performance, experience, tenure, internal equity, individual roles and responsibilities and employee potential. For 2025, none of the NEOs received salary increases, except for Mr. Gryzlov. The compensation committee approved Mr. Gryzlov’s increase to better align his base salary with the market. The NEOs’ salaries for 2024 and 2025 were as follows:
Name | | 2024 | | 2025 | | % Adjustment |
| ||
Leonard Livschitz | $ | 800,000 | $ | 800,000 |
| 0 | % | ||
Anil Doradla | $ | 350,000 | $ | 350,000 |
| 0 | % | ||
Yury Gryzlov(1) | $ | 442,840 | $ | 525,573 |
| 6.25 | % | ||
(1) | For 2025, Mr. Gryzlov’s base salary was increased to 425,000 Swiss francs, effective April 1, 2025. In the table above, Mr. Gryzlov’s 2024 base salary has been converted into U.S. dollars at the exchange rate of 1.1071 U.S. dollars per Swiss franc on December 31, 2024, and for 2025, his base salary has been converted into U.S. dollars at the exchange rate of 1.2551 U.S. dollars per Swiss franc on December 31, 2025. |
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Cash Incentives
Our NEOs are eligible to receive payments under our Corporate Bonus Plan, which provides that eligible participants, including the NEOs, earn incentives in the form of annual cash bonuses, paid quarterly, based on achievement of our financial performance objectives. Performance targets are established based on a combination of our financial performance goals and market data. Actual quarterly payouts depend on the achievement of the pre-established financial performance objectives and can range from 0% to 200% of target award amounts.
Bonus amounts earned are paid following the end of each calendar quarter based on the achievement of our financial performance objectives. The target bonus opportunities are expressed as a percentage of annual base salary and were established by the NEO’s level of responsibility and their ability to impact overall results. Target award opportunities for 2025 were as follows:
Bonus Target | ||||||||
Name | | 2025 Base Salary | | (% of Base Salary) | | Bonus at Target | ||
Leonard Livschitz | $ | 800,000 | 100 | % | $ | 800,000 | ||
Anil Doradla | $ | 350,000 | 50 | % | $ | 175,000 | ||
Yury Gryzlov(1) | $ | 525,573 | 50 | % | $ | 262,787 | ||
(1) | Mr. Gryzlov’s base salary of 418,750 Swiss francs and bonus at target of 209,375 Swiss francs have been converted into U.S. dollars at the exchange rate of 1.2551 U.S. dollars per Swiss franc on December 31, 2025. |
2025 Financial Performance Metrics, Weightings and Results.
For purposes of the Corporate Bonus Plan in 2025, the compensation committee considered two corporate performance measures, which are weighted equally: quarterly revenue and non-GAAP EBITDA. The compensation committee believed this mix of performance measures was appropriate for our business given the continued criticality of Company growth in 2025, which the compensation committee believes most directly influences long-term stockholder value. At the same time, the compensation committee established target performance levels for these measures that the compensation committee believed to be challenging, but attainable, through the successful execution of our annual operating plan. Revenue growth targets were aligned with industry expectations, with annual target revenue set at a higher level than 2024 actual results. The following table shows, by quarter in 2025, our actual achievement of quarterly revenue and non-GAAP EBITDA, the resulting combined achievement percentage and the resulting quarterly cash bonus payments for each NEO.
Actual Achievement of | ||||||||||||||||
Corporate Performance Measures | Actual Payout to NEOs | |||||||||||||||
Non-GAAP | ||||||||||||||||
EBITDA(1) | Total | |||||||||||||||
(as a | Achievement | |||||||||||||||
Revenue | percentage of | Relative to | Leonard | Anil | Yury | |||||||||||
| (in millions) | | revenue) | | Target | | Livschitz | | Doradla | | Gryzlov(2) | |||||
Three months ended March 31, 2025 | $ | 100.4 | 12.6 | % | 83 | % | $ | 166,000 | $ | 36,313 | $ | 46,952 | ||||
Three months ended June 30, 2025 | $ | 101.1 | 12.1 | % | 88 | % | $ | 176,000 | $ | 38,500 | $ | 61,045 | ||||
Three months ended September 30, 2025 | $ | 104.2 | 12.6 | % | 105 | % | $ | 210,000 | $ | 45,938 | $ | 72,464 | ||||
Three months ended December 31, 2025 | $ | 106.2 | 13.1 | % | 111 | % | $ | 222,000 | $ | 48,563 | $ | 76,907 | ||||
Total | $ | 774,000 | $ | 169,314 | $ | 257,368 | ||||||||||
(1) | We calculate Non-GAAP EBITDA based on net income/(loss) before interest income/(expense), provision for income taxes and depreciation and amortization, and further adjusted for the impact of stock-based compensation expense, transaction-related costs (which include, when applicable, professional fees, retention bonuses, and consulting, legal and advisory costs related to our merger and acquisition and capital-raising activities), impairment of long-lived assets, restructuring costs, one-time charges, and non-operating income/(expenses), net (which includes mainly foreign currency transaction gains and losses, fair value adjustments and other miscellaneous expenses). An interim estimate of this metric is presented to the Board on a quarterly basis to determine the total achievement relative to target presented. |
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(2) | The actual payment of Mr. Gryzlov’s bonus was 208,697 Swiss francs, converted in the table above into U.S. dollars reflecting a blended exchange rate of approximately 1.2332 U.S. dollars per Swiss franc for 2025 based on the average of the exchange rates on the last day of each calendar quarter of 2025. |
Long-Term Equity Incentives
A significant portion of our NEOs’ annual compensation is provided in the form of long-term equity incentives that emphasize long-term stockholder value creation and the retention of a strong executive leadership team. Long-term equity incentives are intended to align the interests of award recipients with those of stockholders since the value of the award is driven by the value of our stock price.
2025 Target Long-Term Equity Incentive Award Grants
Mr. Livschitz, our CEO, and Mr. Doradla, our CFO, did not receive long-term equity incentive awards in 2025. The compensation committee’s decision not to grant long-term equity awards to the CEO and CFO in 2025 reflects a disciplined, multi-year approach to equity grant timing and sizing.
· | For the CEO, equity grant timing is purposeful and rooted in performance discipline. Long-term incentive awards have been sized and timed to reflect business performance, strategic milestones, and leadership continuity — including larger grants in 2022 and 2024, a smaller grant in 2023, and no grant in 2025. Rather than delivering equity on a fixed annual cadence, the compensation committee evaluates award timing and magnitude over a multi-year horizon to align realizable pay with sustained Company performance and evolving strategic priorities. When viewed over the 2022–2025 period, the CEO’s average annualized grant value remains within the competitive range of companies of similar size and complexity. |
· | For the CFO, the compensation committee similarly considered the multi-year value of the CFO’s prior equity awards, including the 2024 grant, in determining that a 2025 award was not necessary to maintain competitive positioning, as it continues to provide meaningful retentive value and performance alignment over its vesting period. The compensation committee will continue to assess future equity grant timing and size based on role scope, individual performance, and market positioning, consistent with this multi-year approach. |
For 2025, the compensation committee reviewed outstanding awards and market position and approved a long-term equity incentive award to Mr. Gryzlov. The award was structured with a mix of approximately 52% PSUs and 48% RSUs to align his target long-term incentive opportunity with market practice for similarly situated executives, while reinforcing a pay-for-performance orientation and supporting retention during a critical period of execution. The table below shows the values for Mr. Gryzlov’s 2025 long-term equity incentive award:
2025 Equity Award | ||||||||
RSUs | PSUs | |||||||
Name | | Shares at Target (#) | | $ Value(1) | | Shares at Target (#) | | $ Value(2) |
Yury Gryzlov | 30,000 | 675,600 |
| 32,000 | 836,480 | |||
| (1) | Award amounts for the RSUs were determined based on the closing price of our common stock on February 14, 2025, which was $22.52. |
| (2) | The amounts in this column represent the aggregate grant date fair value of PSUs granted to the NEO in 2025 computed in accordance with FASB ASC Topic 718. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance conditions. The assumptions used to calculate these amounts are discussed in the notes to our audited consolidated financial statements for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the PSUs or the sale of the common stock underlying such awards. |
Like the 2024 PSU grant (see “2024 PSU Awards (Ongoing Vesting)” below), the PSUs granted to Mr. Gryzlov in 2025 measure year-over-year revenue growth and contribution margin performance over a specified performance period. However, the PSUs granted to Mr. Gryzlov in 2025 are eligible to vest over the two remaining tranches under the 2024 PSU program, in amounts ranging from 0% to 200% of target based on actual results. PSUs that vest based on actual results (up to 200% of target) are subject to further adjustment up or down based on rTSR and rCAGR performance, each measured against the Russell 2000 index. The total PSUs earned are subject
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to adjustment based on two- and three-year rTSR and rCAGR performance, each measured from January 1, 2024 through the last day of the applicable performance period.
The RSUs vest over a three-year service period, with one-third vesting on the first anniversary of the grant date, and the remaining RSUs vesting in equal quarterly installments of one-eighth thereafter.
2024 PSU Awards (Ongoing Vesting)
As described in last year’s proxy statement, the 2024 PSU program is designed to reward sustainable growth and profitability while aligning long-term incentives with stockholder interests. The design emphasizes both annual performance accountability and multi-year value creation, with one-third of the award earned each year based on performance and subject to relative performance modifiers over time.
PSUs are earned based on two equally weighted financial metrics: 50% year-over-year revenue growth, and 50% contribution margin, ensuring a balanced focus on top-line expansion and operational efficiency. For the 2024–2026 performance period, the compensation committee established targets that are more rigorous than those established in prior years, reflecting the Company’s increased scale and complexity. These goals require sustained double-digit revenue growth and disciplined margin performance, reinforcing the Company’s commitment to profitable growth and long-term value creation.
To further reinforce long-term value creation, PSUs are also subject to adjustments based on rTSR and rCAGR, both measured against the Russell 2000 index. As shown below, these adjustments are assessed at the one-, two-, and three-year marks within the performance period, ensuring that compensation outcomes reflect sustained performance and competitive standing over time.
We measure performance annually because we operate in a business environment in which forecasting multi-year performance is extremely difficult. This approach allows us to maintain a clear focus on our critical, shorter-term growth objectives while still driving accountability for executing on our long-term vision of sustainable growth and value creation. In addition, using multi-year vesting requirements and linking our NEOs’ compensation to Company stock strongly aligns management’s long-term interests with those of our stockholders.
PSUs Earned in 2025
In response to stockholder feedback regarding the transparency of performance goals and outcomes for PSU awards, we have enhanced our disclosure to provide greater visibility into the performance goals established by the compensation committee and the Company’s actual performance against those goals.
In February 2026, the compensation committee and Board certified performance for the second performance year (2025) of the 2024 PSU awards. As described above, PSU payouts are based on two equally weighted metrics—year-over-year revenue growth and
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contribution margin—with payouts ranging from 0% to 200% of target (maximum) based on pre-established performance ranges. Payouts for performance between stated levels are determined using linear interpolation. To provide greater clarity into how performance translates into payout outcomes, the Company has included disclosure of the performance levels, along with actual results for the year.
Revenue (Year-over-Year Growth). Revenue targets were established to require sustained double-digit growth, with maximum payout capped at 200% of target, corresponding to 20% year-over-year growth. For 2025, the Company achieved revenue of $411.8 million, resulting in a payout of 175% of target, determined based on performance using linear interpolation.
Revenue Growth Performance Range | Payout (% of Target) | |
Below Minimum | 0% | |
Minimum Revenue Growth Threshold | -5% | 50% |
5% | 75% | |
10% | 100% | |
15% | 150% | |
20% or greater | 200% | |
Contribution Margin. Contribution margin targets were designed to emphasize profitability and operational discipline, with maximum payout capped at 200% of target. For 2025, the Company achieved a contribution margin of 34.8%, which exceeded the maximum performance level and resulted in a payout of 200% of target, reflecting the maximum payouts under the program.
Contribution Performance Range | Payout (% of Target) | |
Below Minimum | 0% | |
Minimum Margin Threshold | 14% | 50% |
18% | 75% | |
23% | 100% | |
28% | 150% | |
32% or greater | 200% | |
Payout Results. Taken together, these results reflected strong financial performance and resulted in a weighted pre-modifier payout of 187.4% of target. To further align payouts with stockholder outcomes, this initial result is subject to adjustment based on the Company’s relative performance versus peers. Accordingly, relative performance modifiers were applied based on performance against the Russell 2000 index, as summarized below:
GDYN | ||||
Metric | Performance | Rank | Percentile | Modifier |
rTSR | -28.17% | 1,256 of 1,731 | 27th percentile | -10% |
rCAGR | 13.90% | 351 of 1,630 | 79th percentile | +20% |
Net Impact | +10% | |||
After applying the performance modifier above, 2024 PSUs for the second performance year were earned at approximately 206% of target.
| Target Number of Shares | | Total Vested Number of | |
Name | (#) | Shares (#) | ||
Leonard Livschitz |
| 320,000 |
| 658,240 |
Anil Doradla |
| 24,000 |
| 49,368 |
Yury Gryzlov |
| 48,000 |
| 98,736 |
Timing of Long-Term Equity Incentive Awards.
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new long-term equity incentive awards of stock options or similar equity awards in the future, our compensation committee will evaluate the appropriate steps to take in relation to the foregoing. We have
Other Practices, Policies and Guidelines
Stock Trading Practices, Anti-Hedging & Anti-Pledging Policies
Our executive officers are subject to our insider trading policy, which applies to their transactions involving any securities of Grid Dynamics. Except under limited circumstances, persons subject to the policy may not engage in any transaction involving our securities while aware of material nonpublic information relating to the Company. The insider trading policy also implements quarterly trading blackout periods and allows for special blackout periods to limit the likelihood of trading at times with significant risk of insider trading exposure. In addition, all of our employees are prohibited from engaging in any transaction involving our securities without first obtaining pre-clearance from our compliance officer.
Our insider trading policy also includes Rule 10b5-1 trading plan guidelines that permit our directors and certain employees, including our NEOs, to adopt Rule 10b5-1 trading plans (“10b5-1 plans”). Under these guidelines, among other restrictions, 10b5-1 plans may only be adopted or modified when the person adopting the trading plan is not aware of any material nonpublic information and there is an open trading window. In addition, the first trade under a 10b5-1 plan may not occur until the completion of a cooling off period in compliance with SEC rules.
Our insider trading policy also prohibits our employees, including officers, and directors from pledging or engaging in hedging or similar transactions in our securities, including but not limited to prepaid variable forwards, equity swaps, collars, exchange funds, puts, calls and short sales.
Stock Ownership Guidelines
In January 2025, the Board adopted stock ownership guidelines to align directors’ interests with those of stockholders. Each non-employee director is required to hold Company equity with a value equal to at least three times the annual cash retainer for Board service (excluding additional retainers for leadership or committee roles). Directors are expected to meet this requirement within five years of the later of January 1, 2025, or their initial election to the Board.
Ownership levels include shares and restricted stock units (vested and unvested) beneficially owned by the director or their immediate family, as well as shares held in certain affiliated entities; performance-based awards are counted when earned, while stock options are excluded. Compliance is assessed annually based on the 20-day average stock price at fiscal year-end. The compensation committee oversees the guidelines, monitors compliance, and may approve exceptions in cases of financial hardship.
Compensation Recovery Policy
In November 2023, the Company adopted a compensation recovery policy pursuant to which we may seek the recovery of cash performance-based incentive compensation paid by us, as well as performance-based equity awards, including the PSUs, in accordance with the compensation recovery rules established by The Nasdaq Stock Market pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The compensation recovery policy applies to each individual who is or was ever designated as an “officer” by the Board in accordance with Rule 16a-1(f) promulgated under the Exchange Act.
The compensation recovery policy provides that if (i) we restate our financial statements due to material noncompliance with any financial reporting requirement under the securities laws; (ii) the amount of cash incentive compensation or performance-based equity compensation that was paid or is payable based on achievement of specific financial results paid to a covered individual would have been less if the financial statements had been correct; and (iii) the cash incentive compensation or performance-based equity compensation was received no more than three fiscal years prior to the date a restatement of our financial statements was determined; then Grid Dynamics will require the repayment from the covered individual of the excess cash incentive compensation or performance-based equity compensation such individual received.
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Perquisites, Retirement, and Other Benefits
We generally do not provide perquisites or other benefits to our executive officers other than those available to employees generally. All of our NEOs are eligible to participate in our employee benefit plans, including medical, dental, vision, and life insurance plans, in each case on the same basis as all of our other employees. We contribute to statutorily mandated retirement plans covering our employees outside of the United States and have established a 401(k) tax-deferred savings plan, which permits participants, including our executive officers, to make contributions up to applicable annual statutory limits by salary deduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended, and subject to limitations under the Employee Retirement Income Security Act.
Severance and Change in Control Benefits
Effective upon consummation of our business combination in March 2020 (the “Business Combination”), we entered into employment agreements with certain of our officers, including our current NEOs (as amended, the “Employment Agreements”). Each Employment Agreement generally provides, with respect to each officer, the following terms: (i) at-will employment, (ii) the annual base salary, (iii) eligibility to receive annual incentive bonuses at our discretion and related targeted payments, (iv) initial grant of equity awards by the Company and eligibility to be granted future equity awards by the Company in the discretion of its board of directors, (v) an initial term for the agreement of four years with successive one-year renewal terms unless either party provides timely notice of non-renewal, (vi) severance payments upon a termination without cause (excluding death or disability) or resignation for “good reason” (as defined in the agreement) and (vii) eligibility for enhanced “double-trigger” severance upon such terminations that occur within the three-month period prior to or the 12 month period following a “change in control” (as defined in the Employment Agreements). Severance payments are generally comprised of: (i) a lump-sum payment equal to 24 months of base salary for Mr. Livschitz, 12 months of base salary for Mr. Doradla, and 12-months of base salary for Mr. Gryzlov, (ii) a lump-sum payment equal to 100% with respect to Mr. Livschitz, 50% with respect to Mr. Doradla, or 50% with respect to Mr. Gryzlov, of the current annual maximum bonus target amount, (iii) reimbursement for the monthly premiums for COBRA continuation coverage (or its equivalent) for a period of 24 months for Mr. Livschitz, 12 months for Mr. Doradla, and 12 months for Mr. Gryzlov, and (iv) for severance unrelated to a change in control, one year of accelerated vesting of outstanding unvested equity awards on the termination date.
In addition, “double-trigger” change in control severance terms provide for full accelerated vesting of outstanding unvested equity awards. Such severance benefits are conditioned on the officer signing and not revoking a separation agreement and release of claims in favor of us within the timeframe set forth in the officer’s agreement.
Impact of Tax and Accounting
We regularly consider the various tax and accounting implications of our compensation plans. When determining the amount of long-term incentives and equity grants to executives and employees, the compensation costs associated with the grants are reviewed, as required by FASB ASC Topic 718.
While considering tax deductibility as only one of several considerations in determining compensation, our compensation committee believes that the tax deduction limitation should not compromise its ability to structure compensation programs that provide benefits to our Company that outweigh the potential benefit of a tax deduction and, therefore, may approve compensation that is not deductible for tax purposes.
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Compensation Risk Assessment
It is our belief that a majority of an executive’s total compensation should be variable “at risk” compensation, meaning it is tied to our financial performance. However, because performance-based incentives play a large role in our compensation program, we strive to ensure that incentives do not result in actions that may conflict with the long-term best interests of the Company and our stockholders. Therefore, our compensation committee evaluated all of our plans and policies (applicable to executives and employees below the executive level) in April 2026 for attributes that could cause excessive risk-taking. We concluded that our programs and policies do not encourage excessive risk-taking because: (a) the salary component of our program is a fixed amount; (b) the majority of the average compensation paid to our executive officers is delivered in the form of equity ownership, which aligns the interests of our executives with those of our stockholders; and (c) the Corporate Bonus Plan and long-term equity incentives are designed with risk-mitigating characteristics such as (i) maximum award payouts based on the attainment of various and continually evolving financial objectives, which diversify risks associated with a single indicator of performance, (ii) our equity-based incentives encourage a longer-term focus through multi-year vesting periods, (iii) our risk-mitigating policies in place such as insider trading and hedging prohibitions, and (iv) review and approval of final awards and quarterly updates by our compensation committee and our Board.
Compensation Committee Report
The compensation committee of the board of directors, which is composed solely of independent members of the board of directors, assists the board in fulfilling its responsibilities regarding compensation matters and, pursuant to its charter, is responsible for determining the compensation of our executive officers. The compensation committee has reviewed and discussed the CD&A included in this Annual Report with management. Based on this review and discussion, the compensation committee has recommended to the board of directors that the CD&A be included in this Annual Report on Form 10-K for the year ended December 31, 2025.
Compensation Committee
Eric Benhamou, Chair
Lloyd Carney
The material in the Compensation Committee Report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, other than our Annual Report on Form 10-K, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Non-Employee Director Compensation
Our board of directors has adopted an Outside Director Compensation Policy, as amended (the “Policy”), pursuant to which: (i) each outside director will be paid an annual cash retainer of $40,000, an initial grant of restricted stock units with a grant date fair market value of $75,000, and an annual grant of restricted stock units with a grant date fair market value of $75,000, (ii) the non-executive chairperson of the board will be paid an additional annual cash fee of $20,000 and granted an additional grant of restricted stock units with a grant date fair market value of $30,000, (iii) the lead outside director will be paid an additional annual cash fee of $20,000 and granted an additional grant of restricted stock units with a grant date fair market value of $30,000, (iv) the chair of the audit, compensation and nominating and corporate governance committees will be paid an additional annual cash fee of $20,000, $15,000 and $15,000, respectively, and (v) members of the audit, compensation and nominating and corporate governance committees that are not serving as the chair of such committee, will be paid of an additional annual cash fee of $15,000, $10,000 and $10,000, respectively.
Our board of directors updated the Policy effective January 1, 2025. Pursuant to the updated Policy: (i) the additional annual grant of restricted stock units to each of the non-executive chairperson and the lead outside director will increase from a grant date fair market value of $20,000 to a grant date fair market value of $30,000, (ii) the chair of the audit, compensation and nominating and corporate governance committees will be granted an additional annual grant of restricted stock units with a grant date fair market value of $40,000, and (iii) members of the audit, compensation and nominating and corporate governance committees that are not serving as the chair of such committee, will be granted an additional grant of restricted stock units with a grant date fair market value of $30,000.
Our board of directors further updated the Policy in 2025 to permit non-employee directors to receive their board and committee service compensation in the form of equity (restricted stock units), unless a non-employee director elects to receive such compensation in cash by providing timely written notice to the Company’s Secretary.
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Notwithstanding the foregoing, no outside director may be paid, issued or granted, in any fiscal year of the Company, cash compensation and equity awards with an aggregate value greater than $600,000.
The table below shows the total compensation earned by our non-employee directors for the fiscal year ended December 31, 2025.
Fees Earned | ||||||
or Paid in | Stock | |||||
Cash | Awards | Total | ||||
Name | | ($) | | ($)(1) | | ($) |
Shuo Zhang | 55,000 | 159,997.20 | 214,997.20 | |||
Marina Levinson | 55,000 | 159,997.20 | 214,997.20 | |||
Lloyd Carney | 85,000 | 259,992.00 | 344,992.00 | |||
Yueou Wang |
| 40,000 |
| 114,990.80 |
| 154,990.80 |
Michael Southworth |
| 60,000 |
| 174,993.20 |
| 234,993.20 |
Eric Benhamou |
| 80,000 |
| 254,987.20 |
| 334,987.20 |
Weihang Wang |
| 40,000 |
| 114,990.80 |
| 154,990.80 |
Patrick Nicolet |
| 40,000 |
| 114,990.80 |
| 154,990.80 |
| (1) | The amounts in this column represent the aggregate grant date fair value of RSU awards granted to the director in the fiscal year computed in accordance with FASB ASC Topic 718. For a discussion of our assumptions in determining the grant date fair value of our equity awards see the notes to Grid Dynamics’ audited consolidated financial statements for the year ended December 31, 2025 included in the Original Filing. |
Summary Compensation Table
Grid Dynamics’ NEOs for 2025 are Leonard Livschitz, Chief Executive Officer, Anil Doradla, Chief Financial Officer, and Yury Gryzlov, Chief Operating Officer and Chief Executive Officer of Grid Dynamics Europe. The following table presents summary information regarding the total compensation for the years ended December 31, 2025, 2024 and 2023 for Mr. Livschitz, Mr. Doradla, and Mr. Gryzlov:
Non-Equity | ||||||||||||||
Incentive Plan | Option | All Other | ||||||||||||
Salary | Compensation | Awards | Stock Awards | Compensation | Total | |||||||||
Name and Principal Position | | Year | | ($) | | ($)(1) | | ($) | | ($)(2) | | ($)(3) | | ($) |
Leonard Livschitz, | 2025 | 800,000 | 774,000 | — | — | 16,549 | 1,590,549 | |||||||
Chief Executive Officer | 2024 | 800,000 | 896,000 | — | 24,596,800 | 12,085 | 26,304,885 | |||||||
2023 | 800,000 | 1,022,000 | — | 3,989,003 | 11,317 | 5,822,320 | ||||||||
|
|
|
|
|
| |||||||||
Anil Doradla, |
| 2025 |
| 350,000 |
| 169,314 |
| — |
| — |
| 4,212 |
| 523,526 |
Chief Financial Officer |
| 2024 |
| 320,000 |
| 187,626 |
| — |
| 2,165,560 |
| 3,864 |
| 2,677,050 |
| 2023 |
| 300,000 |
| 182,850 |
| — |
| 387,529 |
| 3,612 |
| 873,991 | |
|
|
|
|
|
| |||||||||
Yury Gryzlov(4), |
| 2025 |
| 525,573 |
| 257,368 |
| — |
| 1,512,080 |
| 197,440 |
| 2,492,461 |
Chief Operating Officer and |
| 2024 |
| 442,840 |
| 245,134 |
| — |
| 2,459,680 |
| 196,984 |
| 3,344,638 |
Chief Executive Officer of |
| 2023 |
| 475,200 |
| 289,762 |
| — |
| 387,529 |
| 210,311 |
| 1,362,802 |
Grid Dynamics Europe |
| |
| |
| |
| |
| |
| |
| |
| (1) | The amounts included in this column reflect payments earned in 2025, 2024 and 2023, as applicable, under the Company’s Corporate Bonus Plan as described below. |
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| (2) | The amounts in this column represent the aggregate grant date fair value of RSUs and PSUs granted to each NEO in 2025, 2024 and 2023, as applicable, computed in accordance with FASB ASC Topic 718. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance conditions. The assumptions used to calculate these amounts are discussed in notes to Grid Dynamics’ audited consolidated financial statements for the year ended December 31, 2025 included in the Original Filing. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the PSUs, or the sale of the common stock underlying such awards. The grant date fair market value for the 2025 PSUs assuming the maximum payout would have been $2,342,144 for Mr. Gryzlov. |
| (3) | The amounts included in this column for 2025 for Mr. Livschitz and Mr. Doradla include the costs of ArmadaCare supplemental executive medical premiums paid by the Company on behalf of Mr. Livschitz and his family and Mr. Doradla and his family. The amounts included in this column for 2025 for Mr. Gryzlov include (i) 109,075 Swiss francs paid in statutorily required employer contribution to the occupational pension plan (BVG) covering Mr. Gryzlov, which is shown here converted into U.S. dollars at the exchange rate of 1.2551 U.S. dollars per Swiss franc on December 31, 2025, (ii) $29,579 for certain medical insurance costs paid by the Company on behalf of Mr. Gryzlov and his family, (iii) $15,965 in education expenses paid by the Company on behalf of Mr. Gryzlov and his family, and (iv) $14,996 in automobile expenses paid by the Company on behalf of Mr. Gryzlov and his family. |
| (4) | Mr. Gryzlov’s 2025 base salary was 418,750 Swiss francs, which is shown here converted into U.S. dollars at the exchange rate of 1.2551 U.S. dollars per Swiss franc on December 31, 2025. Mr. Gryzlov’s 2025 base salary reflects an increase in his base salary from 400,000 Swiss francs to 425,000 Swiss francs, effective April 1, 2025. Mr. Gryzlov’s 2024 base salary was 400,000 Swiss francs, which is shown here converted into U.S. dollars at the exchange rate of 1.1071 U.S. dollars per Swiss franc on December 31, 2024. Mr. Gryzlov’s 2023 base salary was 400,000 Swiss francs, which is shown here converted into U.S. dollars at the exchange rate of 1.1880 U.S. dollars per Swiss franc on December 31, 2023. The actual payment of Mr. Gryzlov’s 2025 bonus was 208,697 Swiss francs, shown here converted into U.S. dollars at the exchange rate of 1.2551 dollars per Swiss franc on December 31, 2025. The actual payment of Mr. Gryzlov’s 2024 bonus was 221,420 Swiss francs, shown here converted into U.S. dollars at the exchange rate of 1.1071 dollars per Swiss franc on December 31, 2024. The actual payment of Mr. Gryzlov’s 2023 bonus was 243,908 Swiss francs, shown here converted into U.S. dollars at the exchange rate of 1.1880 U.S. dollars per Swiss franc on December 31, 2023. |
2025 Grants of Plan-Based Awards
The following table summarizes information regarding the incentive awards granted to Mr. Gryzlov in 2025, as no equity awards were granted to either Mr. Livschitz, our CEO, or Mr. Doradla, our CFO, in 2025:
| | | | All Other | | |||||||||||||
Stock | Grant Date | |||||||||||||||||
Awards: | Fair Value of | |||||||||||||||||
Estimated Future Payouts | Number of | Stock | ||||||||||||||||
Estimated Future Payouts Under | Under | Shares of | and | |||||||||||||||
Non-Equity Incentive Plan Awards | Equity Incentive Plan Awards(1) |
| Stock or |
| Option | |||||||||||||
| Grant |
| Threshold |
| Target |
| Maximum |
| Threshold |
| Target |
| Maximum |
| Units |
| Awards | |
Name | | Date | | ($) | | ($) | | ($) | | (#) | | (#) | | (#) | | (#) | | ($) |
Yury Gryzlov |
| 2/14/2025 |
| — |
| — |
| — |
| 16,000 |
| 32,000 |
| 89,600 |
| — |
| 836,480 |
| 2/14/2025 | (2) |
|
|
|
|
|
| 30,000 |
| 675,600 | |||||||
(1) | Amounts in the “Estimated Payouts under Equity Incentive Plan Awards” columns relate to the PSUs granted on February 14, 2025 under our 2020 Equity Incentive Plan. The grant date value of the PSUs has been computed in accordance with FASB ASC Topic 718 based on the closing price of our common stock on February 13, 2025, the last trading day before the February 14, 2025 date of grant, which was $22.84. Fifty percent (50%) of the PSUs vest based on the achievement of performance relating to specified levels of year-over-year revenue growth and fifty percent (50%) of the PSUs vest based on the achievement of performance relating to specified contribution margins, as measured annually at the conclusion of each year of the two-year performance period running from fiscal year 2025 to fiscal year 2026, in each case, subject to certain adjustments for rTSR and rCAGR as measured against the Russell 2000 index. For a discussion of the details of the vesting applicable to the PSUs and calculation of the payouts, see the section titled “Compensation Discussion and Analysis — Long-Term Equity Incentives.” |
(2) | Represents RSUs granted under the 2020 Equity Incentive Plan on February 14, 2025, following the compensation committee’s action to approve a grant to Mr. Gryzlov on February 10, 2025. The grant date value of the RSUs has been computed in accordance with FASB ASC Topic 718 based on the closing price of our common stock on February 10, 2025, the date on which the |
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compensation committee approved the award. The RSUs vest over a three year period as discussed in the section titled “Compensation Discussion and Analysis — Long-Term Equity Incentives.”
Outstanding Equity Awards at 2025 Year-End
The following table summarizes information concerning the outstanding equity awards, including unexercised options, as of December 31, 2025, for each of Grid Dynamics’ NEOs:
Option Awards | Stock Awards | |||||||||||||||||
Equity | ||||||||||||||||||
Incentive | ||||||||||||||||||
Equity | Plan | |||||||||||||||||
Incentive | Awards: | |||||||||||||||||
Plan | Market or | |||||||||||||||||
Awards: | Payout | |||||||||||||||||
Market | Number of | Value of | ||||||||||||||||
Number of | Value of | Unearned | Unearned | |||||||||||||||
Number of | Number of | Shares or | Shares or | Shares or | Shares or | |||||||||||||
Securities | Securities | Units of | Units of | Units of | Units of | |||||||||||||
Underlying | Underlying | Option | Stock that | Stock that | Stock that | Stock that | ||||||||||||
Unexercised | Unexercised | Exercise | Option | Have Not | Have Not | Have Not | Have Not | |||||||||||
Options (#) – | Options (#) – | Price | Expiration | Vested | Vested | Vested | Vested | |||||||||||
Name | | Grant Date | | Exercisable | | Unexercisable | | ($) | | Date | | (#) | | ($)(3) | | (#)(4) | | ($)(5) |
Leonard Livschitz | 1/1/2024 |
|
|
| 333,350 | (1) | 3,010,151 |
|
| |||||||||
1/1/2024 |
|
|
|
|
| 640,000 | 5,779,200 | |||||||||||
|
|
|
|
|
|
|
| |||||||||||
Anil Doradla | 3/13/2020 | 140,000 | 8.26 | 3/13/2030 |
|
|
|
| ||||||||||
1/1/2024 |
|
|
| 25,001 | (1) | 225,759 |
|
| ||||||||||
1/1/2024 |
|
|
| 48,000 | 433,440 | |||||||||||||
10/28/2024 |
|
|
| 13,334 | (2) | 120,406 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||
Yury Gryzlov | 11/12/2018 | 252,588 | 3.54 | 11/12/2028 |
|
|
|
| ||||||||||
5/22/2019 | 46,518 | 3.54 | 5/22/2029 |
|
|
|
| |||||||||||
5/22/2019 | 18,565 |
| 3.54 | 5/22/2029 |
|
|
|
| ||||||||||
3/13/2020 | 140,000 |
| 8.26 | 3/13/2030 |
|
|
|
| ||||||||||
1/1/2024 |
|
|
|
| 33,350 | (1) | 301,151 | |||||||||||
1/1/2024 |
|
|
|
| 64,000 | 577,920 | ||||||||||||
2/14/2025 | 32,000 | 288,960 | ||||||||||||||||
2/14/2025 | 30,000 | (6) | 270,900 | |||||||||||||||
(1) | One-third of the shares underlying these RSUs vested on January 1, 2025, and the remaining shares vest in eight equal quarterly installments thereafter, provided the participant’s service has not terminated prior to each such date. |
(2) | One-third of the shares underlying these RSUs will vested on October 28, 2025, and the remaining shares vest in eight equal quarterly installments thereafter, provided the participant’s service has not terminated prior to each such date. |
(3) | This amount reflects the fair market value of our common stock of $9.03 per share as of December 31, 2025, multiplied by the amount shown in the column for Number of Shares or Units of Stock That Have Not Vested. |
(4) | One-third of the shares underlying the PSUs granted in 2024 vest upon our board’s certification of the achievement of certain performance metrics following the conclusion of each fiscal year of the 2024-2026 fiscal year performance period, with such certification to occur no later than March 1, 2025, March 1, 2026, and March 1, 2027 in respect of each tranche of eligible PSUs. One-half of the shares underlying the 2025 PSU award vest upon our board’s certification of the achievement of certain performance metrics following the conclusion of each fiscal year of the 2025-2026 fiscal year performance period, with such certification to occur no later than March 1, 2026 and March 1, 2027 in respect of each tranche of eligible PSUs. Fifty percent (50%) of the PSUs eligible to vest in respect of each year of the performance period vest based on the achievement of performance relating to specified levels of year-over-year revenue growth and the remaining fifty percent (50%) vest based on the achievement of performance relating to specified contribution margins, in each case, subject to certain adjustments for rTSR and rCAGR as measured against the Russell 2000 index. For a discussion of the details of the vesting applicable to the PSUs and calculation of the payouts, see the section titled “Compensation Discussion and Analysis — Long-Term Equity Incentives.” In February 2026, the compensation committee of our board of directors and our board of directors certified the achievement of certain performance metrics for the second year of the 2024 PSU grants and the first year of the 2025 PSU grant, resulting in 206% of the target number of PSUs vesting |
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on the certification date, resulting in the issuance of the following number of shares to the following individuals: 658,240 shares for Mr. Livschitz, 49,368 shares for Mr. Doradla and 98,736 shares for Mr. Gryzlov, with such target numbers reflected here. The amounts shown in the table above reflect the shares of our common stock that would become issuable to our NEOs in respect of the remaining year(s) of the performance period based on the actual results of the completed performance period that ended on December 31, 2025. Upon achievement of the performance metrics of the 2024 PSU awards at maximum, the amounts reported in this column for each of Messrs. Livschitz, Doradla, and Gryzlov would be 896,000, 67,200, and 89,600, respectively.
(5) | The amounts in this column represent the aggregate fair market value of the unvested PSUs granted to the NEOs in 2024 and 2025, as applicable, based on a price of $9.03 per share, which was the closing price of our common stock on December 31, 2025. (6) One-third of the shares underlying these RSUs vested on February 14, 2026, and the remaining shares vest in eight equal quarterly installments thereafter, provided the participant’s service has not terminated prior to each such date. |
Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table
Employment Agreements
As further described below, we have entered into employment agreements with each of our named executive officers. These agreements provide for at-will employment and generally include the named executive officer’s initial base salary, and an indication of eligibility for an annual cash incentive award opportunity.
Leonard Livschitz
We entered into an employment agreement with Mr. Livschitz dated January 24, 2020, as most recently amended effective as of April 28, 2022, pursuant to which he serves as our Chief Executive Officer, reporting directly to our board of directors. The agreement is for an initial term of four years, with automatic annual renewals after the expiration of such initial term, unless either party provides written notice of non-renewal to the other party at least 90 days prior to the date of automatic renewal.
The employment agreement, as amended, provides that Mr. Livschitz will receive an annual salary of $800,000 and will be eligible to receive a target annual bonus amount of $800,000 with the actual bonus based upon the actual level of achievement of annual Company and individual performance objectives for the applicable year, as determined by our compensation committee. His employment agreement also entitles him to certain payments and benefits upon a qualifying termination of his employment, including in connection with a change of control, the details of which are summarized in “Potential Payments upon Termination or Change of Control” below.
Mr. Livschitz is also subject to certain restrictive covenants during the term of his employment and thereafter, including indefinite confidentiality and invention assignment provisions, and an agreement to adhere to our conflict of interest policy.
Anil Doradla
We entered into an employment agreement with Mr. Doradla dated January 24, 2020, pursuant to which he serves as our Chief Financial Officer, reporting directly to Leonard Livschitz, our Chief Executive Officer. The agreement is for an initial term of four years, with automatic annual renewals after the expiration of such initial term, unless either party provides written notice of non-renewal to the other party at least 90 days prior to the date of automatic renewal.
The employment agreement provides that Mr. Doradla will receive an annual salary of $300,000 and will be eligible to receive a target annual bonus amount of $150,000 with the actual bonus based upon the actual level of achievement of annual Company and individual performance objectives for the applicable year, as determined by our compensation committee. On October 21, 2024, our compensation committee approved an increase in Mr. Doradla’s annual salary from $310,000 to $350,000 and an increase to his target annual bonus amount from $165,000 to $175,000 effective October 1, 2024 to better align his compensation with the market. His employment agreement also entitles him to certain payments and benefits upon a qualifying termination of his employment, including in connection with a change of control, the details of which are summarized in “Potential Payments upon Termination or Change of Control” below.
Mr. Doradla is also subject to certain restrictive covenants during the term of his employment and thereafter, including indefinite confidentiality and invention assignment provisions, and customary non-solicitation restrictions with respect to customers, employees, and contractors that apply for one year post-termination.
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Yury Gryzlov
We entered into an employment agreement with Mr. Gryzlov effective as of July 15, 2022, as amended April 1, 2025, pursuant to which he serves as our Chief Operating Officer, and the managing officer and Chief Executive Officer of Grid Dynamics Europe, reporting directly to the Chief Executive Officer of Grid Dynamics Holdings, Inc. The agreement is for an initial term of two years, continuing for an indefinite period after the expiration of such initial term, unless either party provides written notice of non-renewal to the other party at least three months prior to the date of termination. Upon a change of control, the term of Mr. Gryzlov’s employment agreement will extend automatically through the date that is twelve months following the date of the change of control.
The employment agreement, as amended, provides that Mr. Gryzlov will receive an annual salary of 425,000 Swiss francs and will be eligible to receive a target annual bonus amount of 220,000 Swiss francs with the actual bonus based upon the actual level of achievement of annual Company and individual performance objectives for the applicable year, as determined by our compensation committee. His employment agreement also entitles him to certain payments and benefits upon a qualifying termination of his employment, including in connection with a change of control, the details of which are summarized in “Potential Payments upon Termination or Change of Control” below.
Mr. Gryzlov is also subject to certain restrictive covenants during the term of his employment and thereafter, including indefinite confidentiality and invention assignment provisions, and customary non-compete restrictions that apply during the term of employment.
2020 Equity Incentive Plan and 2018 Stock Plan
In 2025, we maintained the 2020 Plan and 2018 Stock Plan (the “2018 Plan”), which were approved by our stockholders at a special meeting held on March 4, 2020 and at our Annual Meeting in November 2018, respectively. The compensation committee administers the 2020 Plan and 2018 Plan, and is authorized to, among other things, designate participants, grant awards, including cash-based awards that historically were intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code, determine the number of shares of Common Stock to be covered by awards and determine the terms and conditions of any awards, and construe and interpret the 2020 Plan and 2018 Plan and award agreements issued pursuant thereto. In 2025, the compensation committee approved the increase of the reserved number of Common Stock for issuance under the 2020 Plan from 16,300,000 shares to 19,800,000 shares. The reserved number of Common Stock under the 2020 Plan is subject to any change in the outstanding Common Stock or the capital structure of the Company or any other similar corporate transaction or event. The 2018 Plan reserved 5,000,000 shares of our Common Stock for issuance, subject to any change in the outstanding Common Stock or the capital structure of the Company or any other similar corporate transaction or event.
Corporate Bonus Plan
For a summary of the material terms of our Corporate Bonus Plan, see “Compensation Discussion and Analysis — Cash Incentives” above.
Option Exercises and Stock Vested in 2025
The following table sets forth the number of shares of common stock acquired during 2025 by our NEOs upon the exercise of stock options or upon the vesting of RSUs, as well as the value realized upon such equity award transactions.
Option Awards | Stock Awards | |||||||
Number of | Number of | |||||||
Shares | Value | Shares | Value | |||||
Acquired on | Realized on | Acquired | Realized | |||||
Name | | Exercise (#) | | Exercise ($) | | on Vesting (#) | | on Vesting ($) |
Leonard Livschitz | — | — | 1,132,250 | 22,927,380 | ||||
Anil Doradla |
| — |
| — |
| 91,585 |
| 1,774,351 |
Yury Gryzlov |
| — |
| — |
| 113,225 |
| 2,292,738 |
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Pension Benefits and Nonqualified Deferred Compensation
We do not provide a pension plan for our employees, and none of our NEOs participated in a nonqualified deferred compensation plan during fiscal 2025 except in jurisdictions where such plan is statutorily required.
Potential Payments upon Termination or Change in Control
Each Employment Agreement with our NEOs generally provides, with respect to each officer, the following terms: (i) at-will employment, (ii) the annual base salary, (iii) eligibility to receive annual incentive bonuses at the Board’s discretion and related targeted payment, (iv) initial grant of equity awards by the company and eligibility to be granted future equity awards by the company in the discretion of its board of directors, (v) an initial term for the agreement of four years with successive one-year renewal terms unless either party provides timely notice of non-renewal, (vi) severance payments upon a termination without “cause” (excluding death or disability) or resignation for “good reason” (each as defined in the agreement) and (vii) eligibility for enhanced “double-trigger” severance upon such terminations that occur within the three month period prior to or the 12 month period following a “change in control” (as defined in the agreement). Severance payments (including due to a double-trigger termination in connection with a change in control) are generally comprised of: (i) a lump-sum payment equal to 24 months of base salary for Mr. Livschitz, 12 months of base salary for Mr. Doradla, and 12 months of base salary for Mr. Gryzlov; (ii) a lump-sum payment equal to 100% with respect to Mr. Livschitz, 50% with respect to Mr. Doradla, and 50% with respect to Mr. Gryzlov, of the current annual maximum bonus target amount; (iii) reimbursement for the monthly premiums for COBRA continuation coverage (or its equivalent) for a period of 24 months for Mr. Livschitz, 12 months for Mr. Doradla, and 12 months for Mr. Gryzlov; and (iv) for severance unrelated to a change in control, one year of accelerated vesting of outstanding unvested equity awards on the termination date.
In addition, “double-trigger” change in control severance terms provide for full accelerated vesting of outstanding unvested equity awards. Such severance benefits are conditioned on the officer signing and not revoking a separation agreement and release of claims in favor of us within sixty (60) days of the officer’s termination date.
If any severance or other benefits provided for in an officer’s Employment Agreement or otherwise payable to such officer constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and could be subject to the related excise tax under Section 4999 of the Code, such officer would be entitled to receive either full payment of the benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the officer.
Termination without Cause or Resignation | ||||||||||||||||||||
for | ||||||||||||||||||||
Good Reason Outside of the Change in | Termination without Cause or Resignation for | |||||||||||||||||||
Control Period | Good Reason Within the Change in Control Period | |||||||||||||||||||
Value | Value of | |||||||||||||||||||
of Continued | Value of | Continued | Value of | |||||||||||||||||
Salary | Bonus | Health | Equity | Salary | Bonus | Health | Equity | |||||||||||||
Severance | Severance | Coverage | Acceleration | Severance | Severance | Coverage | Acceleration | Total | ||||||||||||
Named Executive Officer | | ($) | | ($) | | ($)(1) | | ($)(2) | | Total ($) | | ($) | | ($) | | ($)(1) | | ($)(2) | | ($) |
Leonard Livschitz | 1,600,000 | 800,000 | 68,398 | 13,047,467 | 15,515,865 | 1,600,000 | 800,000 | 68,398 | 39,142,400 | 41,610,798 | ||||||||||
Anil Doradla | 350,000 | 87,500 | 115 | 1,126,827 | 1,564,442 | 350,000 | 87,500 | 115 | 3,380,480 | 3,818,095 | ||||||||||
Yury Gryzlov (3) | 533,417 | 138,061 | 30,092 | 1,304,747 | 2,006,318 | 533,418 | 138,061 | 30,092 | 3,914,240 | 4,615,811 | ||||||||||
(1) | The amounts reported in these columns represent estimates of the premiums to maintain group health insurance continuation benefits pursuant to COBRA (or its equivalent) for the executive and the executive’s respective eligible dependents for 24 months for Mr. Livschitz and 12 months for each of Mr. Doradla and Mr. Gryzlov. The amounts presented are based on estimates for maintaining group health insurance continuation benefits under our 2026 health insurance plans. |
(2) | The value of the accelerated RSUs in this table are calculated by multiplying the number of shares subject to acceleration by the closing price of our common stock on December 31, 2025, the last trading day of the 2025 fiscal year, which was $9.03 per share. The value of the accelerated PSUs in this table are calculated by multiplying the number of target PSUs subject to acceleration by the closing price of our common stock on December 31, 2025, the last trading day of the 2025 fiscal year, which was $9.03 per share. |
(3) | Mr. Gryzlov’s 2025 base salary was 418,750 Swiss francs, which reflects an increase in his base salary from 400,000 Swiss francs to 425,000 Swiss francs, effective April 1, 2025 His salary severance is shown here converted into U.S. dollars at the exchange rate of 1.2551 U.S. dollars per Swiss franc on December 31, 2025. His bonus at target is 220,000 Swiss francs, and his bonus severance is shown here converted into U.S. dollars at the exchange rate of 1.2551 U.S. dollars per Swiss franc on December 31, 2025. The |
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value of his continued health coverage totals 23,976 Swiss francs and is shown here converted into U.S. dollars at the exchange rate of 1.2551 U.S. dollars per Swiss franc on December 31, 2025.
Equity Compensation Plan Information
The following table provides information as of December 31, 2025 with respect to shares of our common stock that may be issued under our existing equity compensation plans.
| | | Number of | ||||
Securities | |||||||
Remaining | |||||||
Number of | Available for | ||||||
Securities | Future Issuance | ||||||
to be | Under Equity | ||||||
Issued upon | Weighted | Compensation | |||||
Exercise of | Average | Plans | |||||
Outstanding | Exercise | (Excluding | |||||
Options, | Price of | Securities | |||||
Restricted | Outstanding | Reflected | |||||
Stock Units | Options and | in the first | |||||
Plan Category | | and Rights | | Rights(1) | | Column) | |
Equity compensation plans approved by security holders |
| |
| |
| | |
2018 Stock Plan(2) |
| 1,240,525 | $ | 3.54 |
| — | |
2020 Equity Incentive Plan(3) |
| 4,778,783 | $ | 12.61 |
| 6,634,614 | |
Equity compensation plans not approved by security holders |
| — |
| — |
| — | |
TOTAL |
| 6,019,308 |
| |
| 6,634,614 | |
| (1) | The weighted average exercise price does not take into account outstanding RSUs. |
| (2) | The 2018 Stock Plan was terminated in connection with the consummation of the Business Combination, and accordingly, no further shares are available for issuance under the 2018 Stock Plan. Under the terms of the 2018 Stock Plan, certain option grants were accelerated in full or by an additional 12 months as a result of the Business Combination. Additionally, on March 4, 2020, the date of the closing of the Business Combination (the “Closing”), a percentage of outstanding vested Grid Dynamics stock options were settled in exchange for cash consideration. The remaining portion of outstanding vested options and all unvested options were automatically assumed and converted into options to purchase the Company’s common stock as of the Closing. The number of each participant’s assumed options and the exercise price were adjusted. The assumed stock options continued to be subject to the same terms and conditions, including vesting schedule terms, in accordance with the 2018 Stock Plan. |
| (3) | The 2020 Plan became effective on March 4, 2020, in connection with the consummation of the Business Combination. The 2020 Plan provides for grants of stock options, stock appreciation rights, restricted stock, RSUs, bonus stock, dividend equivalents and other stock-based awards and other substitute awards, annual incentive awards and performance awards. In 2025, the Company increased the total shares of Company common stock reserved under the 2020 Plan to 19,800,000 shares, subject to certain adjustments set forth therein. |
CEO Pay Ratio
In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2025:
· | the median of the annual total compensation of all our employees (other than our Chief Executive Officer) was $52,420; |
· | the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $1,590,549; and |
· | the ratio of these two amounts was 30 to 1. |
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Methodology for Identifying Our “Median Employee”
Employee Population
To identify the median employee, we first identified our total employee population from which we determined our “median employee” and then identified the median of the annual total cash compensation of all of our employees (other than our Chief Executive Officer). We determined that, as of December 31, 2025, our employee population consisted of approximately 4,961 individuals (of which approximately 7.2% were located in the United States and 92.8% were located in jurisdictions outside the United States) that were eligible for inclusion in our analysis under the Pay Ratio Rule. Our employee population consisted of full-time, part-time, and temporary employees, and certain of our contractors who were required to be included in our employee population under the Pay Ratio Rule, as described in more detail below.
Determining Our Median Employee
To identify our median employee from our total employee population, we used a total cash compensation measure consistently applied to the entire population, which included base salary or wages and all cash bonuses paid in 2025, including regular annual bonuses paid in respect of the prior year’s performance, and any special bonuses paid in 2025. In making this determination, we annualized the cash compensation (exclusive of any special bonuses paid in 2025) of our full-time, part-time, and temporary employees, and certain of our contractors who were hired in 2025 but did not work for us for the entire year. By consistently applying this compensation measure to all of the individuals in the employee population, we selected the median employee. We did not make any cost-of-living adjustments in identifying our median employee.
Using the methodologies described above, we determined that our median employee was a full-time, salaried professional in Poland.
Determining of Annual Total Compensation of Our Median Employee and Our CEO
Once we identified our median employee, we then calculated such employee’s total compensation for the year ended December 31, 2025 using the same methodology we used for purposes of determining the total compensation of our NEOs (see section titled “Compensation Discussion and Analysis — Summary Compensation Table”). The total compensation of the median employee for the year ended December 31, 2025 was $52,420. Our CEO’s total compensation for the year ended December 31, 2025 was $1,590,549, as reported in the Summary Compensation Table (see section titled “Compensation Discussion and Analysis — Summary Compensation Table”).
We believe our pay ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, estimates, and assumptions, our pay ratio may not be comparable with the pay ratios reported by other companies.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 15, 2026 (except as otherwise noted) for:
| ● | each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock; |
| ● | each of our named executive officers; |
| ● | each of our directors and nominees for director; and |
| ● | all of our current executive officers and directors as a group. |
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We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.
We have based our calculation of the percentage of beneficial ownership on 83,626,054 shares of our common stock outstanding as of April 15, 2026. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 15, 2026 and shares issuable upon the vesting of RSUs within 60 days of April 15, 2026, to be outstanding and to be beneficially owned by the person holding the stock option or the RSUs, respectively, for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Grid Dynamics Holdings, Inc., 6101 Bollinger Canyon Road, Suite 465, San Ramon, CA 94583.
Common Stock(1) |
| ||||
Name of Beneficial Owner | | Number | | Percentage |
|
5% Securityholders: | |||||
Beijing Teamsun Technology Co. Ltd.(2) |
| 13,889,183 |
| 16.6 | % |
Blackrock Inc.(3) |
| 9,878,922 |
| 11.8 | % |
Named Executive Officers and Directors: |
|
|
|
| |
Lloyd Carney(4) |
| 999,482 |
| 1.2 | % |
Eric Benhamou(5) | 307,550 | * | |||
Marina Levinson(6) |
| 34,984 |
| * | |
Leonard Livschitz(7) |
| 2,851,029 |
| 3.4 | % |
Patrick Nicolet(8) |
| 21,418 |
| * | |
Michael Southworth(9) |
| 37,940 |
| * | |
Weihang Wang(10) |
| 35,712 |
| * | |
Yueou Wang(11) |
| 78,109 |
| * | |
Shuo Zhang(12) |
| 157,542 |
| * | |
Anil Doradla(13) |
| 479,845 |
| * | |
Yury Gryzlov(14) |
| 897,987 |
| 1.1 | % |
All executive officers and directors as a group (11 persons)(15) |
| 5,901,598 |
| 7.0 | % |
* | Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock. |
| (1) | The percentage of beneficial ownership on the record date is calculated based on 83,626,054 shares of our common stock as of April 15, 2026, adjusted for each owner’s options, or RSUs held by that person that are exercisable or issuable upon vesting, as applicable, within 60 days of April 15, 2026, if any. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. |
| (2) | Based solely on the information reported on a Schedule 13D/A filed with the SEC on September 16, 2024. Beijing Teamsun Technology Co. Ltd. (“Beijing Teamsun”) is the ultimate parent of GDD International Holding Company (“GDD”), through its subsidiaries Teamsun Technology (HK) Limited (“Teamsun”), Automated Systems Holdings Limited (“ASL”) and GDB International Investment Limited (“GDB”). Beijing Teamsun, GDD, Teamsun, ASL and GDB share voting and dispositive power of all these shares. The address of ASL, GDB and GDD is 15/F, Topsail Plaza, 11 On Sum Street, Shain, Hong Kong, the address of Beijing Teamsun is Room 501, 5/F., No. 23 Building, 10 East Block XiBeiWang East Road, HaiDian District, Beijing, China. |
| (3) | Based solely on information reported on a Schedule 13G filed with the SEC on January 8, 2025. The address of Blackrock Inc. is 50 Hudson Yards, New York, NY 10001. |
| (4) | Consists of (a) 673,265 shares held of record by Mr. Carney, (b) 12,542 shares held of record by The Lloyd A. Carney Revocable Trust dated September 25, 1995, (c) 5,200 shares held of record by The Lloyd Carney Foundation, (d) 288,800 shares held of record by The Lloyd Carney 2018 Grantor Retained Annuity Trust, and (e) 19,675 shares held of record by The Lloyd Carney 2020 Grantor Retained Annuity Trust. |
| (5) | Consists of (a) 84,050 shares held of record by Mr. Benhamou, (b) 23,500 shares held of record by The Eric Benhamou Living Trust, and (c) 200,000 shares held of record by The Eric Benhamou Grantor Retained Annuity Trust. |
| (6) | Consists of 34,984 shares held of record by Ms. Levinson. |
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| (7) | Consists of (a) 2,831,512 shares held of record by Mr. Livschitz, (b) 3,595 shares held by Oksana Livschitz, (c) 15,000 shares held by Oksana Livschitz subject to options exercisable within 60 days of April 15, 2026, and (d) 922 shares issuable upon the vesting of RSUs within 60 days of April 15, 2026. |
| (8) | Consists of 21,418 shares held of record by Mr. Nicolet. |
| (9) | Consists of 37,940 shares held of record by Mr. Southworth. |
| (10) | Consists of 35,712 shares held of record by Mr. Wang. |
| (11) | Consists of (a) 35,712 shares held of record by Mr. Wang and (b) 42,397 shares subject to options exercisable within 60 days of April 15, 2026. |
| (12) | Consists of (a) 94,009 shares held of record by Ms. Zhang and (b) 63,533 shares subject to options exercisable within 60 days of April 15, 2026. |
| (13) | Consists of (a) 338,178 shares held of record by Mr. Doradla, (b) 140,000 shares subject to options exercisable within 60 days of April 15, 2026, and (c) 1,667 shares issuable upon the vesting of RSUs within 60 days of April 15, 2026. |
| (14) | Consists of (a) 437,816 shares held of record by Mr. Gryzlov, (b) 457,671 shares subject to options exercisable within 60 days of April 15, 2026, and (c) 2,500 shares issuable upon the vesting of RSUs within 60 days of April 15, 2026. |
| (15) | Consists of (a) 5,177,908 shares held of record, (b) 5,089 shares issuable upon the vesting of RSUs within 60 days of April 15, 2026 and (c) 718,601 shares subject to options exercisable within 60 days of April 15, 2026. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Related Party Transactions
Oksana Livschitz, Dr. Daniel Livschitz and Ievgenii Nevyerov, the spouse, son and step-son, respectively, of our CEO, Leonard Livschitz, are employed by the Company in non-executive roles. Mrs. Livschitz received total compensation in 2025 of approximately $279,336, and is expected to receive in 2026 total compensation of approximately $270,000, including salary, bonus, and equity awards. Dr. Livschitz received total compensation in 2025 of approximately $175,894, which reflects a change in his position with the Company in July 2025 and a commensurate increase in his compensation. He is expected to receive in 2026 total compensation of approximately $270,000, including salary, bonus, and equity awards. Mr. Nevyerov received total compensation in 2025 of approximately $156,642, including salary, bonus, and equity awards, which reflects a change in his position with the Company in September 2025 and a commensurate increase in his compensation. He is expected to receive in 2026 total compensation of approximately $250,000, including salary, bonus, and equity awards. Each such person is eligible to participate in employee benefit plans generally available to our employees. Their compensation was established in accordance with our employment and compensation practices applicable to employees with equivalent qualifications, experience, responsibilities and geographic location.
Since January 1, 2025, there have been no other transactions to which Grid Dynamics has been a participant, in which: (i) the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of Grid Dynamics’ total assets at year-end for the last two completed fiscal years; and (ii) any of its directors, executive officers, or holders of more than 5% of its capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described in the section titled “Executive Compensation.”
Related Party Transactions Following the Business Combination
Certain equity holders have registration rights requiring the Company to register a sale of any of the Company securities held by them pursuant to the Registration Rights Agreement entered into in connection with the Business Combination. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. Pursuant to the terms of the Registration Rights Agreement, we filed a registration statement to register the resale of certain securities held by the holders and subject to certain conditions, we are separately required at all times to maintain an effective registration statement for the benefit of such holders. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company.
On November 13, 2019, and effective as of the closing of the Business Combination (the “Closing”), ChaSerg and each of ChaSerg Technology Sponsor LLC (the “Sponsor”), BGV, GDB International Investment Limited, GDD International Holding Company, Leonard Livschitz, Victoria Livschitz and ASL (together with any individuals or entities that are signatories thereto or hereafter become party to the agreement, the “Voting Parties”) entered into a Stockholders’ Agreement, pursuant to which, among other things, the Voting Parties agreed (i) to take all necessary action to cause the Company’s board of directors to be comprised of eight directors effective immediately following the Closing, (ii) subject to certain share ownership thresholds, which the Sponsor no longer
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meets, to grant each of ASL and the Sponsor rights to designate two directors for election to the Company’s board of directors (and the Voting Parties will vote in favor of such designees), (iii) to designate the Chief Executive Officer of Grid Dynamics for election to the Company’s board of directors, and (iv) to designate three unaffiliated designates for election to the Company’s board of directors.
Policies and Procedures for Related Person Transactions
The Company’s audit committee has the primary responsibility for reviewing and approving or disapproving “related person transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000, and in which a related person has or will have a direct or indirect material interest. The charter of our audit committee provides that our audit committee shall review and approve in advance any related person transaction.
We have adopted a formal written policy providing that we are not permitted to enter into any transaction that exceeds $120,000, and in which any related person has a direct or indirect material interest, without the consent of our audit committee. In approving or rejecting any such transaction, our audit committee considers the relevant facts and circumstances available and deemed relevant to our audit committee, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. Our audit committee has determined that certain transactions will not require audit committee approval, including certain employment arrangements of executive officers, director compensation, transactions with another company at which a related party’s only relationship is as a director, non-executive employee or beneficial owner of less than 10% of that company’s outstanding capital stock, transactions where a related party’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis, and transactions available to all employees generally.
Director Independence
Our common stock is listed on Nasdaq. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules of Nasdaq. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the rules of Nasdaq.
In order to be considered independent for purposes of Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.
To be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine that the member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.
We have undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, we determined that each of Eric Benhamou, Lloyd Carney, Marina Levinson, Patrick Nicolet, Michael Southworth, and Shuo Zhang are considered “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.
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Item 14. Principal Accounting Fees and Services
The following table sets forth the approximate aggregate fees billed to the Company by Grant Thornton LLP in 2024 and 2025:
Fee Category | | 2024 | | 2025 | ||
Audit Fees(1) | $ | 1,431,688 | $ | 1,451,042 | ||
Audit-Related Fees(2) | $ | 631,230 | $ | — | ||
Tax Fees(3) | $ | 43,326 | $ | 13,561 | ||
All Other Fees(4) | $ | 4,548 | $ | 2,635 | ||
Total | $ | 2,110,792 | $ | 1,467,238 | ||
| (1) | “Audit Fees” consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements, review of our quarterly consolidated financial statements and audit services provided in connection with other statutory and regulatory filings. |
| (2) | “Audit-Related Fees” consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include services related to due diligence related to mergers and acquisitions. |
| (3) | “Tax Fees” are the aggregate fees for professional services rendered in connection with tax compliance, advice and planning. |
| (4) | “All Other Fees” in 2024 and 2025 included permitted advisory services or attest services that are not reasonably related to the performance of the audit or review of the registrants financial statements. |
The audit committee has concluded that the provision of the non-audit services listed above was compatible with maintaining the independence of Grant Thornton LLP.
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit committee is required to pre-approve all audit and permissible non-audit services performed by our independent registered public accounting firm and audit engagement fees and terms in order to ensure that the provision of such services does not impair such accounting firm’s independence.
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Table of Contents
PART IV
Item 15. Exhibit and Financial Statement Schedules
| (a) | The following documents are filed as part of, or incorporated by reference into, this Amendment on Form 10-K/A: |
| 1. | Financial Statements: No financial statements are filed with this Amendment on Form 10-K/A. |
| 2. | Financial Statement Schedules: No financial statement schedules are filed with this Amendment on Form 10-K/A. |
| (b) | The following exhibits are filed as part of, or incorporated by reference into, this Amendment on Form 10-K/A: |
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| | Incorporated by Reference | ||||||||
Exhibit |
| Exhibit Title |
| Form | | File | | Exhibit | | Filing | | Provided |
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31.1 |
| Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| X |
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31.2 |
| Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| X |
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32.1 |
| Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| Form 10-K |
| 001-38685 |
| 32.1 |
| March 5, 2026 |
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32.2 |
| Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| Form 10-K |
| 001-38685 |
| 32.2 |
| March 5, 2026 |
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101.INS |
| Inline XBRL Instance Document. |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Table of Contents
Item 16. Form 10-K Summary.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GRID DYNAMICS HOLDINGS, INC. | |
| (Registrant) | |
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April 30, 2026 | By: | /s/ Leonard Livschitz |
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| Leonard Livschitz |
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| Chief Executive Officer |
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| (Principal Executive Officer) |
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