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Grid Dynamics
Grid Dynamics (GDYN) investor relations material
Grid Dynamics Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary18 Dec, 2025
Executive summary
Stockholders are urged to vote in favor of Proposal No. 3 (Say-on-Pay) and Proposal No. 4 (amendment to the 2020 Equity Incentive Plan), both supporting alignment of executive compensation with long-term performance and value creation.
The 2025 executive compensation program remains materially unchanged from the prior year, maintaining strong governance and stockholder alignment.
The Board emphasizes disciplined equity usage, responsible plan administration, and best-practice governance features.
Voting matters and shareholder proposals
Proposal No. 3 seeks advisory approval of named executive officer compensation for 2024, with a focus on performance-based equity.
Proposal No. 4 requests approval for 3.5 million additional shares under the 2020 Equity Incentive Plan, the first such request since 2020.
The Board and compensation committee recommend voting “FOR” both proposals to support long-term incentives and stockholder value.
Executive compensation and say-on-pay
CEO equity grants are timed and sized based on business performance, milestones, and leadership continuity, with no grant in 2025.
Over 97% of the CEO's 2024 target compensation is performance-based or at risk, with 55% in PSUs tied to financial and market goals.
2024 PSUs vest annually based on revenue growth, contribution margin, and relative performance metrics, reinforcing accountability.
98% of stockholders supported the 2024 Say-on-Pay proposal; the 2025 program retains the same core design.
Compensation committee is fully independent, advised by an external consultant, and maintains best-practice features like clawbacks and anti-hedging policies.
Justify 2022 and 2024 CEO equity grant sizes
What specific stockholder concerns prompted the Exchange Program amendment?
Given low burn rate, why 3.5M new shares are essential?
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Next Grid Dynamics earnings date
Q4 20255 Mar, 2026
Grid Dynamics
Next Grid Dynamics earnings date
Q4 20255 Mar, 2026
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Frequently asked questions
Grid Dynamics Holdings Inc. is a digital engineering services company specializing in technology consulting and software development. The company provides a range of solutions, including cloud transformation, big data analytics, artificial intelligence, and application modernization. Grid Dynamics serves clients across industries such as retail, technology, financial services, and healthcare, helping organizations accelerate their digital transformation initiatives and improve operational efficiency. The company is headquartered in San Ramon, California, and its shares are listed on the NASDAQ.
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