Business Context and Reporting Period
Company: Grid Dynamics Holdings, Inc. (GDYN)
Filing Type: Form 8-K (Current Report)
Date of Report: November 7, 2025
Subject: Approval of changes to the Outside Director Compensation Policy effective December 23, 2025.
Key Financial Metrics
This filing does not contain financial performance data. Revenue, profit, cash flow, margins, debt, and liquidity metrics are not reported in this document.
Material Changes
The Board of Directors approved a material change to the compensation structure for Outside Directors:
- Shift to Equity: Annual retainer fees for Board and committee positions will be paid in equity (Restricted Stock Units or RSUs) instead of cash.
- Cash Election Option: Directors may elect to receive their annual retainer fees entirely in cash during the open window period prior to the annual meeting of stockholders.
- Vesting Schedule: RSUs will vest in equal quarterly amounts. If a director does not retain the same positions for the full year, vesting will adjust to the lower applicable amounts.
- Valuation: RSUs will be valued at the fair market value of the Company's common stock at the time of the grant.
Guidance, Outlook, and Risks
This filing does not provide financial guidance, outlook, or management commentary on business operations. The primary risk disclosed relates to the potential dilution of existing shareholders due to the issuance of new equity to directors, though the filing notes that directors retain the option to receive cash compensation.
Investor Verification Checklist
- Verify the specific dollar value of the annual retainer fees to assess the potential equity issuance volume.
- Review the full text of the Outside Director Compensation Policy filed as Exhibit 10.1 for detailed terms.
- Monitor the upcoming annual meeting of stockholders to determine how many directors elect the cash option versus the equity option.
- Check subsequent filings for the actual grant date and fair market value used for the RSU issuance.