EPAM Systems, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by EPAM Systems, Inc. on March 13, 2012. The filing addresses Item 5.02 regarding the determination of cash bonus awards and variable consulting fees for Named Executive Officers (NEOs) for the fiscal year ended December 31, 2011, as well as the approval of base salaries and fixed consulting fees for 2012.
Key Financial Metrics
The filing does not provide company-wide revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation figures.
| Executive Officer | 2011 Bonus/Variable Fee | 2011 Total Compensation | 2012 Base Salary/Fixed Fee |
|---|---|---|---|
| Arkadiy Dobkin (CEO & President) | $490,000 | $750,000 | $300,000 |
| Ilya Cantor (CFO & Treasurer) | $220,000 | $460,000 | $240,000 |
| Karl Robb (President, EU Ops) | $350,000 | $623,969 | $268,866 |
| Balazs Fejes (CTO) | $250,000 | $564,582 | $298,096 |
| Ginger Mosier (General Counsel) | $75,000 | $263,333 | $198,000 |
Note: Fees for Karl Robb and Balazs Fejes include amounts paid to their respective direct employers (Landmark Business Development Limited and Redlodge Holdings Limited) rather than directly to the executives.
Material Changes
This filing updates the Summary Compensation Table previously disclosed in Amendment No. 6 on Form S-1 (filed January 23, 2012) and the Prospectus (filed February 9, 2012). At the time of those filings, the 2011 cash bonuses and variable consulting fees had not been determined and were omitted. This 8-K provides the finalized figures for fiscal year 2011.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on business outlook, or discussion of risks and contingencies. It is a procedural disclosure regarding the finalization of executive compensation.
Key Facts for Investor Verification
- Verify the total 2011 compensation for NEOs against the previously filed Form S-1 Amendment No. 6 and Prospectus to confirm the impact of the newly disclosed bonuses.
- Note that a portion of compensation for Karl Robb and Balazs Fejes is paid via third-party consulting entities, not directly to the individuals.
- Confirm the 2012 base salary/fixed fee adjustments for all five named executive officers as approved by the Compensation Committee.