Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | EPAM Systems, Inc. |
Entity Central Index Key | 0001352010 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance We structure our compensation using a mix of short-term compensation, in the form of base salaries and annual cash incentive payments, and long-term compensation, in the form of equity-based awards, to meet our NEO compensation objectives of: • Attracting, motivating, developing, and retaining quality executives who will increase long-term stockholder value. • Providing total compensation that is commensurate with position and experience • Rewarding exceptional performance and long-term commitment to EPAM. Our Compensation Discussion and Analysis that begins on page 25 of this Proxy Statement provides more information on our approach and methodology for making executive compensation decisions. As noted in the Compensation Discussion and Analysis, particularly in the tables starting on page 35, our compensation decisions are made using the value of equity-based awards measured as of the date the equity award was granted, which differs from the values in the table below which are calculated according to prescribed SEC rules. Particularly, the amounts listed in the tables and graphs below labeled as “Compensation Actually Paid” does not represent the value of cash and equity awards that we paid to our NEOs during any year, but rather is an amount calculated under SEC rules and includes, among other things, adjustments to values of unvested and vested equity awards based on year-end Pay Versus Performance Table Year Summary Compensation Average Summary Total for Non-PEO Average Non-PEO Named Value of Initial Fixed $100 Annual Total Peer Group Total Net Income (in thousands) (5) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2022 $6,453,257 ($13,933,984) $2,888,776 ($4,103,371) $154.48 $108.30 $419,416 28.4% 2021 $5,930,172 $26,698,904 $2,618,780 $9,947,826 $315.07 $147.70 $481,652 41.3% 2020 $4,704,626 $15,462,041 $1,875,283 $5,775,470 $168.91 $189.62 $327,160 24.5% (1) Columns (b) and (d) respectively list compensation amounts reported in the “Total” column of the Summary Compensation Table (SCT) for our CEO, Arkadiy Dobkin (2) Column (c) reflects the “Compensation Actually Paid” to our CEO in each of 2022, 2021 and 2020 calculated as set forth in the table below and in accordance with SEC rules. No dividends or other earnings were paid on stock or option awards in any of the covered fiscal years and no equity awards were cancelled due to a failure to meet vesting conditions. The dollar amounts reflected in column (c) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during any of the applicable years. For information regarding the decisions made by our Compensation Committee about our CEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis section of this Proxy Statement and the proxy statements for each of the fiscal years covered in the table above. Year 2020 2021 2022 SCT Total Compensation $4,704,626 $5,930,172 $6,453,257 Subtract equity award values in SCT ($3,250,908) ($4,000,024) ($4,666,857) Add year-end $8,210,331 $8,830,693 $6,369,771 Change in value of unvested equity awards granted in prior years $7,457,887 $15,195,140 ($11,264,101) Change in value of equity awards granted in prior years which vested in the year ($1,659,895) $742,923 ($10,826,054) Total $15,462,041 $26,698,904 ($13,933,984) Stock option grant date fair values included in SCT Total Compensation are estimated using the Black-Scholes option i.e. (3) Column (e) reflects the average Compensation Actually Paid to our four NEOs that are not our CEO in each of 2022, 2021 and 2020, calculated as set forth in the table below and in accordance with SEC rules. No dividends or other earnings were paid on stock or option awards in any of the covered fiscal years and no equity awards were cancelled due to a failure to meet vesting conditions. The dollar amounts reflected in column (e) of the table above do not reflect the actual amount of compensation earned by or paid to our NEOs during any of the applicable years. For information regarding the decisions made by our Compensation Committee about our NEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis section of this Proxy Statement and the proxy statements for each of the fiscal years covered in the table above. Year 2020 2021 2022 SCT Total Compensation $1,875,283 $2,618,780 $2,888,776 Subtract equity award values in SCT ($1,099,974) ($1,575,157) ($1,959,989) Add year-end $2,778,712 $3,477,363 $2,675,178 Change in value of unvested equity awards granted in prior years $2,647,489 $5,085,424 ($4,009,358) Change in value of equity awards granted in prior years which vested in the year ($426,040) $341,416 ($3,697,978) Total $5,775,470 $9,947,826 ($4,103,371) Stock option fair values and time-vested restricted stock unit fair values as of the applicable measurement date were calculated as set forth in footnote 2. (4) Columns (f) and (g) represent, respectively, EPAM’s cumulative total shareholder return (EPAM TSR) and the cumulative TSR of our identified peer group (Peer Group TSR; Cognizant Technology Solutions Corp. (NASDAQ:CTSH), DXC Technology Company (NYSE:DXC), Endava plc (NYSE:DAVA), Globant S.A. (NYSE:GLOB), Infosys Ltd. (NYSE:INFY), Perficient, Inc. (NASDAQ:PRFT), and Wipro Limited (NYSE:WIT)) for the measurement periods ending on December 31 of each of the years shown in column (a). (5) Reflects “Net Income” in our Consolidated Statements of Income included in our Annual Report for each of the years ended December 31, 2022, 2021 and 2020. (6) Listed below in a tabular list are, in our assessment, the most important financial performance measures we use to link compensation of our NEOs for each year in the table above to EPAM’s performance. The following tabular list represents all of the financial and non-financial Measure Explanation Annual Revenue Growth Company-Selected Measure and a financial measure of revenue growth generated from year-to-year Adjusted Income from Operations* A non-GAAP * Refer to “Appendix A: Reconciliation of Non-GAAP | ||
Company Selected Measure Name | Annual Revenue Growth | ||
Named Executive Officers, Footnote [Text Block] | Columns (b) and (d) respectively list compensation amounts reported in the “Total” column of the Summary Compensation Table (SCT) for our CEO, Arkadiy Dobkin | ||
Peer Group Issuers, Footnote [Text Block] | Columns (f) and (g) represent, respectively, EPAM’s cumulative total shareholder return (EPAM TSR) and the cumulative TSR of our identified peer group (Peer Group TSR; Cognizant Technology Solutions Corp. (NASDAQ:CTSH), DXC Technology Company (NYSE:DXC), Endava plc (NYSE:DAVA), Globant S.A. (NYSE:GLOB), Infosys Ltd. (NYSE:INFY), Perficient, Inc. (NASDAQ:PRFT), and Wipro Limited (NYSE:WIT)) for the measurement periods ending on December 31 of each of the years shown in column (a). | ||
PEO Total Compensation Amount | $ 6,453,257 | $ 5,930,172 | $ 4,704,626 |
PEO Actually Paid Compensation Amount | $ (13,933,984) | 26,698,904 | 15,462,041 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) Column (c) reflects the “Compensation Actually Paid” to our CEO in each of 2022, 2021 and 2020 calculated as set forth in the table below and in accordance with SEC rules. No dividends or other earnings were paid on stock or option awards in any of the covered fiscal years and no equity awards were cancelled due to a failure to meet vesting conditions. The dollar amounts reflected in column (c) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during any of the applicable years. For information regarding the decisions made by our Compensation Committee about our CEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis section of this Proxy Statement and the proxy statements for each of the fiscal years covered in the table above. Year 2020 2021 2022 SCT Total Compensation $4,704,626 $5,930,172 $6,453,257 Subtract equity award values in SCT ($3,250,908) ($4,000,024) ($4,666,857) Add year-end $8,210,331 $8,830,693 $6,369,771 Change in value of unvested equity awards granted in prior years $7,457,887 $15,195,140 ($11,264,101) Change in value of equity awards granted in prior years which vested in the year ($1,659,895) $742,923 ($10,826,054) Total $15,462,041 $26,698,904 ($13,933,984) | ||
Non-PEO NEO Average Total Compensation Amount | $ 2,888,776 | 2,618,780 | 1,875,283 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (4,103,371) | 9,947,826 | 5,775,470 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (3) Column (e) reflects the average Compensation Actually Paid to our four NEOs that are not our CEO in each of 2022, 2021 and 2020, calculated as set forth in the table below and in accordance with SEC rules. No dividends or other earnings were paid on stock or option awards in any of the covered fiscal years and no equity awards were cancelled due to a failure to meet vesting conditions. The dollar amounts reflected in column (e) of the table above do not reflect the actual amount of compensation earned by or paid to our NEOs during any of the applicable years. For information regarding the decisions made by our Compensation Committee about our NEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis section of this Proxy Statement and the proxy statements for each of the fiscal years covered in the table above. Year 2020 2021 2022 SCT Total Compensation $1,875,283 $2,618,780 $2,888,776 Subtract equity award values in SCT ($1,099,974) ($1,575,157) ($1,959,989) Add year-end $2,778,712 $3,477,363 $2,675,178 Change in value of unvested equity awards granted in prior years $2,647,489 $5,085,424 ($4,009,358) Change in value of equity awards granted in prior years which vested in the year ($426,040) $341,416 ($3,697,978) Total $5,775,470 $9,947,826 ($4,103,371) | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Total Shareholder Return Vs Peer Group [Text Block] | |||
Tabular List [Table Text Block] | (6) Listed below in a tabular list are, in our assessment, the most important financial performance measures we use to link compensation of our NEOs for each year in the table above to EPAM’s performance. The following tabular list represents all of the financial and non-financial Measure Explanation Annual Revenue Growth Company-Selected Measure and a financial measure of revenue growth generated from year-to-year Adjusted Income from Operations* A non-GAAP * Refer to “Appendix A: Reconciliation of Non-GAAP | ||
Total Shareholder Return Amount | $ 154.48 | 315.07 | 168.91 |
Peer Group Total Shareholder Return Amount | 108.3 | 147.7 | 189.62 |
Net Income (Loss) | $ 419,416,000 | $ 481,652,000 | $ 327,160,000 |
Company Selected Measure Amount | 0.284 | 0.413 | 0.245 |
PEO Name | Arkadiy Dobkin | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Annual Revenue Growth | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Income from Operations | ||
Non-GAAP Measure Description [Text Block] | A non-GAAP | ||
PEO [Member] | equity award values in SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (4,666,857) | $ (4,000,024) | $ (3,250,908) |
PEO [Member] | year-end value of unvested equity awards granted in the year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 6,369,771 | 8,830,693 | 8,210,331 |
PEO [Member] | Change in value of unvested equity awards granted in prior years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (11,264,101) | 15,195,140 | 7,457,887 |
PEO [Member] | Change in value of equity awards granted in prior years which vested in the year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (10,826,054) | 742,923 | (1,659,895) |
Non-PEO NEO [Member] | equity award values in SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,959,989) | (1,575,157) | (1,099,974) |
Non-PEO NEO [Member] | year-end value of unvested equity awards granted in the year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,675,178 | 3,477,363 | 2,778,712 |
Non-PEO NEO [Member] | Change in value of unvested equity awards granted in prior years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (4,009,358) | 5,085,424 | 2,647,489 |
Non-PEO NEO [Member] | Change in value of equity awards granted in prior years which vested in the year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (3,697,978) | $ 341,416 | $ (426,040) |