10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

(Amendment No. 1) 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended December 31, 2023 

OR 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from                 to   

Commission File Number: 001-38685 

Grid Dynamics Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter) 

Delaware	83-0632724
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5000 Executive Parkway, Suite 520 San Ramon, CA	94583
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 523-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GDYN	The NASDAQ Stock Market LLC

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 ☒   No ☐ 

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 ☐  No ☒ 

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. Yes ☒  No ☐ 

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). Yes ☒  No ☐ 

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	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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 ☐  No ☒ 

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $518.0 million based on the closing price of the registrant’s common stock on June 30, 2023 of $9.25 per share, as reported by the Nasdaq Capital Market. Shares of the registrant’s common stock held by each executive officer and director and by each other person who may be deemed to be an affiliate of the registrant have been excluded from this computation. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. 

As of February 15, 2024, there were 75,973,726 shares of the registrant’s common stock outstanding. 

DOCUMENTS INCORPORATED BY REFERENCE

None. 

Auditor Name: GRANT THORNTON LLP        Auditor Location: San Francisco, California        Auditor Firm ID: 248

Explanatory Note

Reasons for Filing this Amendment

On February 29, 2024, 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, 2023 (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.

Table of Contents

PART III		1
Item 9b.	Other Information.	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.	27
Item 13	Certain Relationships and Related Transactions, and Director Independence.	29
Item 14	Principal Accounting Fees and Services.	30
PART IV		31
Item 15.	Exhibit and Financial Statement Schedules.	31
Item 16.	Form 10-K Summary.	31

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PART III.

Item 9B. Other Information.

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Item 10. Directors, Executive Officers and Corporate Governance.

General

Our business is managed under the direction of our 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 II directors, Lloyd Carney, Yueou Wang and Michael Southworth, will expire at this year’s annual meeting of stockholders. The term of office of our Class III directors, Eric Benhamou, Weihang Wang and Patrick Nicolet, will expire at the 2025 annual meeting of stockholders. The term of office of our Class I directors, Leonard Livschitz, Shuo Zhang and Marina Levinson, will expire at the 2026 annual meeting of stockholders.

Information regarding our directors, including their age as of February 29, 2024, is set forth below.

Name	Class	Age	Position	Director Since
Directors
Leonard Livschitz	I	57	Chief Executive Officer and Director	2006
Shuo Zhang(1)	I	58	Director	2017
Marina Levinson(1)	I	65	Director	2020
Lloyd Carney(2)(3)	II	62	Director and Chairman	2018
Yueou Wang	II	49	Director	2017
Michael Southworth(1)	II	51	Director	2020
Eric Benhamou(1)(2)(3)	III	68	Director	2015
Weihang Wang	III	57	Director	2017
Patrick Nicolet	III	65	Director	2022

(1) Member of our audit committee.

(2) Member of our compensation committee.

(3) Member of our nominating and corporate governance committee.

1

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 the 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 25 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 experience in and knowledge of the high tech industry, 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.

Shuo Zhang. Mr. 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 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.

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. She is on the board of HomeSmart International, a real estate brokerage company, and a member of the Audit Committee. Previously, 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.

2

Class II Directors (Terms Expire in 2024)

Lloyd Carney. Mr. Carney, a director since June 14, 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.

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 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.

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 has 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.

3

Class III Directors (Terms Expire in 2025)

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 has been a member of the board of directors of Silicon Valley Bank since 2004. 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 previously 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, and Blendid, maker of AI-robotics smoothie preparation kiosks, Virtana (formerly Virtual Instruments), an IT infrastructure performance management platform, and 6dbytes, a food robotics 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.

Weihang Wang. Mr. Wang has served as a non-employee director of Grid Dynamics’ board of directors since 2017. Mr. Wang Weihang 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.

Patrick Nicolet. Mr. Nicolet is the Managing Partner of Line Break Capital Ltd, a technology brokering company specialized in distributed computing 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.

4

Executive Officers

The following table sets forth certain information about our executive officers and their respective ages as of March 31, 2024. 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	57	Chief Executive Officer and Director
Anil Doradla	54	Chief Financial Officer
Yury Gryzlov	41	Chief Operating Officer and Chief Executive Officer of Grid Dynamics Europe

For the biography of Mr. Livschitz, see the section titled “Board of Directors and Corporate Governance — Continuing Directors.”

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.

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 the code 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 the code, and any waivers of the code 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.

5

Board and Stockholder Meetings and Committees

During the fiscal year ended December 31, 2023, Grid Dynamics’ board of directors held five meetings (including regularly scheduled and special meetings) and each director except one attended over 90% 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. Four of our directors who served at the time of the 2023 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 Committee	Compensation Committee	Nominating and Corporate Governance Committee
Shuo Zhang	Member
Marina Levinson	Member
Lloyd Carney		Member	Chair
Michael Southworth	Chair
Eric Benhamou	Member	Chair	Member

(1) Lists current membership of our committees.

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, as required, pre-approving, 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.

6

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 five meetings in 2023. 

Compensation Committee

Our compensation committee is responsible for, among other things:

● reviewing, approving and determining the compensation of our executive officers and key employees;

● 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;

● administering our compensation recovery policy; 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 five meetings in 2023.

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;

● evaluating the performance of our board of directors and of individual directors;

● 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 one meeting in 2023.

Compensation Committee Interlocks and Insider Participation

In 2023, 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.

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Item 11. Executive Compensation.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion & 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 fiscal year ended December 31, 2023.

Name	Position
Leonard Livschitz	Chief Executive Officer and Director
Anil Doradla	Chief Financial Officer
Yury Gryzlov	Chief Operating Officer
Stan Klimoff(1)	Former Chief Strategy Officer

(1) Mr. Klimoff resigned as our Chief Strategy Officer effective May 19, 2023.

Executive Summary

Grid Dynamics is an emerging leader in enterprise-level digital transformations in Fortune 1000 companies. For enterprises that create innovative digital products and experiences, Grid Dynamics offers close collaboration to provide digital transformation initiatives that span strategy consulting, development of early prototypes and enterprise-scale delivery of new digital platforms. Since its inception in 2006 in Menlo Park, California, as a grid and cloud consultancy firm, Grid Dynamics has been on the forefront of digital transformation, working on big ideas like cloud computing, NOSQL, DevOps, microservices, big data and AI, and quickly established itself as a provider of choice for technology and digital enterprise companies.

2023 Business Highlights

With our continued focus on scaling, both in sales and technology, 2023 was a strong year for us despite a challenging market environment.

● Revenue — Total revenue was $312.9 million, an increase of 0.8% from 2022.

● GAAP Net loss — GAAP Net loss attributable to common stockholders was $(1.8) million compared to GAAP Net loss attributable to common stockholders of $(29.2) million in 2022.

● Non-GAAP EBITDA — Non-GAAP EBITDA (earnings before interest, taxes, depreciation, amortization, other income, fair value adjustments, stock-based compensation, and transaction and transformation-related costs as well as geographic reorganization expenses), a non-GAAP metric, was $44.2 million, compared with non-GAAP EBITDA of $58.2 million in 2022.

● Customers — Despite market conditions, we added a record number of 33 new enterprise customers to our organic business in 2023. This is a testament of our differentiation, technical competency and the business value we bring to our customers.

● Partners — In 2023, our partnership influenced business reached 13% of our total revenue after only two years of implementing a partner strategy.

● Continuing to Scale — We scaled our delivery locations across Poland, India, and Mexico, three areas strategic to a follow-the-sun model, and we enhanced our sales and research and development organizations with greater industry expertise, especially in supply-chain, manufacturing, financial services, and pharmaceutical verticals.

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2023 Say-on-Pay and Stockholder Engagement

As of January 1, 2023, we exited the “emerging growth company” status as defined in the Jumpstart Our Business Startups Act. As such, our stockholders had their first opportunity to cast a non-binding advisory vote (“say on pay”) to approve our executive compensation program at our Annual Meeting of Stockholders, which was held on December 19, 2023.

At that meeting, stockholders voted on the compensation of NEOs for the year ended December 31, 2022, which yielded approximately 54.7% support. As a young public company, our compensation committee recognizes the importance of understanding perspectives about our executive compensation program, especially in light of the level of support we received. We are committed to engaging in constructive dialogues to ensure that our executive compensation program reflects the standards of public companies and aligns with the interests of both our executives and stockholders. In 2023, members of our senior management team, and in some cases the chair of the compensation committee, met with our largest stockholders, collectively representing over 30% of our outstanding shares unaffiliated with members of our Board, to listen to their concerns. Through these exchanges, we sought to better understand perspectives on our compensation philosophy, annual and long-term incentive designs, performance metrics, and governance. All of the feedback we received was shared with the full Board.

As part of this process, the compensation committee also initiated an extensive internal review of the executive compensation program, with support from its independent compensation consultant, to gain further insight on current pay practices and help ensure that our approach going forward effectively balances competitive market practices, stockholder expectations, best-practice governance standards and our business strategy. We committed to executing on an aggressive, yet thoughtful, implementation timeline to respond to our stockholders’ priorities and adopted several changes to the program, which are summarized below.

What We Heard and What We Did. Overall, there was understanding that fiscal 2022 was a year in which our business operations were severely disrupted, and our workforce was significantly impacted by the war in Ukraine and that the exceptional circumstances of 2022 required special, immediate action by management and the compensation committee to ensure business continuity, retain talent, and above all, relocate affected employees to safe geographic areas within our global footprint. There was also acknowledgment that the 2022 executive compensation program was a critical tool in keeping the leadership team stable and focused during that time, and strongly positioning us for 2023 and beyond. However, there were some concerns about specific components of our program, and we have since made changes to address them, as outlined in the table below.

What We Heard	What We Did
Stockholders understood the need for retention awards in light of the of Russia-Ukraine conflict, but expressed a desire that the compensation committee limit its use of such one-time awards	The compensation committee did not provide any such retention awards in 2023 to any of the NEOs and agrees with stockholders that such one-time awards should be limited and used only in exceptional circumstances.
Stockholders would like to see diverse use of performance metrics in the incentive plans	The compensation committee discusses metric selection regularly. The focus of our annual and long-term incentives is achieving profitable growth and driving long-term stockholder value creation. As such, we use a carefully balanced mix of financial metrics across our incentive plans ─ with a heavier emphasis on revenue because it is a fundamental indicator of our ability to generate income and sustain growth over time. Recognizing that revenue is used as a metric in both the annual and long-term incentives, the compensation committee balances it with other metrics designed to support the Company’s business strategy and align with stockholder interests as follows:
		Annual Cash Incentives		Long-Term Equity Incentives*
		Metric	Weight	Metric	Weight
		Revenue ($)	50%	Year-Over-Year Revenue Growth (%)	50%
		Non-GAAP EBITDA ($)	50%	Contribution Margin (%) Contribution margin is gross margin for revenue (as adjusted for certain items).	50%
	* For 2024, Performance Stock Units (“PSUs”) granted under the long-term incentive plan will also include a relative Total Stockholder Return (“rTSR”) modifier and a relative Revenue Compound Annual Growth (“rCAGR”) modifier.

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What We Heard	What We Did
Stockholders would like to see maximum payout opportunities for long-term incentive awards targeted closer to market practices	For 2024, PSUs granted under the long-term incentive plan are capped at 200% of target, with the potential for adjustment up or down based on rTSR and rCAGR performance.  This new structure applies to the CEO and all other NEOs and is consistent with our Peer Group and broader market practices.
Stockholders prefer to see an emphasis on performance-based equity	In 2023, the compensation committee did not provide any service-based equity awards. Long-term incentives were granted using 100% PSUs. For 2024, the compensation committee continued to prioritize performance-based equity using a mix of 55% PSUs and 45% RSUs . This approach places a significant focus on awards that are earned only if specific performance objectives are achieved, and rTSR and rCAGR outpace the market. It also balances the company’s talent retention objectives while maintaining a direct link to stock price.
Stockholders prefer to see longer performance measurement periods for long-term equity incentive awards	Starting with grants in 2024, performance criteria for PSUs will measure year-over-year revenue growth and contribution margin performance over the course of a three-year period. Accordingly, one-third of our NEOs’ PSUs are eligible to vest each year, in an amount ranging from 0% to 200% of target, based on actual results. In addition, PSUs earned will be adjusted based on rTSR and rCAGR results for one-, two- and three-year performance over the performance period. 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 the those of our stockholders.
Stockholders would like to see more “stockholder-friendly” features in the program	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.

2023 Compensation Highlights

Our compensation committee and 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.

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 restricted stock units awards (“RSUs”) and performance stock units (“PSUs”). Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to 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 fiscal 2023.

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Compensation Element	Highlights
Base Salary	In 2023, there were no changes to our NEOs’ base salaries.
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 2023. The Company exceeded these performance targets in all four quarters of 2023, achieving 158%, 109%, 117% and 127% of the quarterly performance targets for each of the three months ended March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023, respectively. Accordingly, our NEOs received quarterly cash incentive payments that surpassed their target bonus opportunities under our Corporate Bonus Plan.
Long-Term Equity Incentives	For 2023, the compensation committee did not provide any service-based equity awards. Long-term incentives were granted using 100% PSUs that would vest upon our Board’s certification of the achievement of certain performance metrics. The PSUs generally required the achievement of performance relating to specified levels of revenue growth from fiscal year 2022 to fiscal year 2023, and contribution margin for fiscal year 2023 with each such performance goal weighted at 50% of the award. In February 2024, our compensation committee and Board certified the achievement of certain performance metrics, resulting in 170% of the target number of PSUs vesting on the certification date.

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.

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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 (86%) of the CEO’s target compensation is “at-risk” and directly tied to our financial results and stock performance	û	No tax gross ups other than for qualified relocation expenses
✓	Maintain anti-hedging and anti-pledging policies	û	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	û	No supplemental executive retirement plans except in jurisdictions where statutorily required
✓	Use an independent compensation consultant	û	No significant perquisites
✓	Responsible use of equity awards under our long-term incentive program
✓	Pay for performance philosophy and culture
✓	Maintain a compensation recovery (clawback)  policy

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 very 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.

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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. For purposes of setting 2023 compensation levels, in conjunction with the recommendation of Pearl Meyer, the compensation committee took into account publicly-available data for a group of peer companies (the “2023 Compensation Peer Group”) listed below along with industry specific survey data, where appropriate. Selection criteria for determining/reviewing the 2023 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 $97 to $711 million and market capitalization greater than $117 million

The 2023 Compensation Peer group is listed below. Grid Dynamics is positioned near the 50^th percentile in revenue and the 25^th percentile in market capitalization as of July 2023.

Peer Companies
Agilysys, Inc.	PagerDuty, Inc.
American Software, Inc.	Progress Software Corporation
Benefitfocus, Inc.	PROS Holdings, Inc.
BlackLine, Inc.	Qualys, Inc.
ChannelAdvisor Corporation	Rapid7, Inc.
eGain Corporation	TechTarget, Inc.
JFrog Ltd.	Upland Software, Inc.
LivePerson, Inc.	Workiva Inc.
LiveRamp Holdings, Inc.
Model N, Inc.

Peer Data As of July 2023
Percentile	Revenue	Market Cap
25th	$239	$744
Median	$306	$1,804
75th	$533	$2,755
Grid Dynamics	$319	$693
% Rank	53	24

Our compensation committee also reviewed equity information from a group of “reference companies,” including EPAM Systems, Inc., Mandiant, Inc., Globant S.A. and Endava plc.

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 reserve 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.

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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 2023, the compensation committee did not approve any salary increases for the NEOs, whose salary remain as follows:

Name	2022		2023		% Adjustment
Leonard Livschitz	$	800,000	$	800,000		0	%
Anil Doradla	$	300,000	$	300,000		0	%
Yury Gryzlov(1)	$	432,640	$	475,200		0	%
Stan Klimoff(2)	$	270,000	$	270,000		0	%

(1) Mr. Gryzlov’s 2022 base salary is 400,000 Swiss francs, which is shown here converted into U.S. dollars at the exchange rate of 1.0816 U.S. dollars per Swiss franc on December 31, 2022. Mr. Gryzlov’s 2023 base salary remains 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.

(2) Mr. Klimoff resigned as our Chief Strategy Officer effective May 19, 2023, at which time his base salary was $270,000. He was paid a total base salary of $105,404 in 2023 prior to his resignation.

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 2023 were as follows:

Name	2023 Base Salary		Bonus Target (% of Base Salary)			Bonus at Target
Leonard Livschitz	$	800,000		100	%	$	800,000
Anil Doradla	$	300,000		50	%	$	150,000
Yury Gryzlov(1)	$	475,200		50	%	$	237,600
Stan Klimoff(2)	$	270,000		50	%	$	135,000

(1) Mr. Gryzlov’s 2023 base salary is 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. His bonus at target is 200,000 Swiss francs and shown here converted into U.S. dollars at the exchange rate of 1.1880 U.S. dollars per Swiss franc on December 31, 2023.

(2) Mr. Klimoff resigned as our Chief Strategy Officer effective May 19, 2023 and was only eligible to receive his bonus for the three months ended March 31, 2023.

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2023 Financial Performance Metrics, Weightings and Results.

For purposes of the Corporate Bonus Plan in 2023, 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 criticality of company growth in 2023, which the 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 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 substantially similar level to 2022 actual results. The following table shows, by quarter in 2023, 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
	Revenue (in millions except percentages)		Non-GAAP EBITDA(1) (as a percentage of revenue)			Total Achievement Relative to Target			Leonard Livschitz		Anil Doradla		Yury Gryzlov(2)		Stan Klimoff(3)
Three months ended March 31, 2023	$	80.1		13.5	%		158	%	$	316,000	$	59,250	$	93,353	$	26,787
Three months ended June 30, 2023	$	77.3		15.5	%		109	%	$	218,000	$	40,875	$	65,101	$	—
Three months ended September 30, 2023	$	77.4		13.9	%		117	%	$	234,000	$	35,100	$	55,869	$	—
Three months ended December 31, 2023	$	78.1		13.7	%		127	%	$	254,000	$	47,625	$	75,439	$	—
Total									$	1,022,000	$	182,850	$	289,762	$	26,787

(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 goodwill and other income/expenses, net (which includes mainly interest income and expense, foreign currency transaction losses and gains, fair value adjustments and other miscellaneous expenses), and restructuring costs. An interim estimate of this metric is presented to the Board on a quarterly basis to determine the total achievement relative to target presented.

(2) The actual payment of Mr. Gryzlov’s bonus is 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.

(3) Mr. Klimoff resigned as our Chief Strategy Officer effective May 19, 2023 and was only eligible to receive his bonus for the three months ended March 31, 2023.

Long-Term Equity Incentives

A significant portion of our NEO’s 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 awards deliver value only if our stock price appreciates after they are granted. For 2023, the compensation committee did not provide any service-based equity awards. Long-term incentives were granted using 100% PSUs.

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PSUs awarded in 2023

Effective February 21, 2023, the Board granted PSUs that would vest upon our Board’s certification of the achievement of certain performance metrics. The 2023 target PSUs for each NEO were as follows:

	2023 Equity Awards: Target PSUs
Name	Shares at Target (#)		Grant Date Fair Value  ($)(1)
Leonard Livschitz		333,250	$	3,989,003
Anil Doradla		32,375	$	387,529
Yury Gryzlov		32,375	$	387,529
Stan Klimoff(2)		32,375	$	387,529

(1) The amounts in this column represent the aggregate grant date fair value of PSUs granted to the NEO in 2023 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 our audited consolidated financial statements for the year ended December 31, 2023. 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.

(2) Mr. Klimoff resigned as our Chief Strategy Officer effective May 19, 2023, resulting in the forfeiture of these awards.

The PSUs generally required the achievement of performance relating to specified levels of revenue growth from fiscal year 2022 to fiscal year 2023, and contribution margin for fiscal year 2023 with each such performance goal weighted at 50% of the award. Upon maximum performance achievement, 300% of the target number of PSUs awarded could become eligible to vest.

	Performance Range									Results
Metrics	Threshold (50% Payout)			Target (100% Payout)			Maximum (300% Payout)			Actual			Total Achievement Relative to Target
Revenue growth (50%)	$	279,434,055		$	332,216,044		$	388,102,855		$	304,455,103	(1)		70	%
Contribution Margin (50%)		12	%		22	%		47	%		38	%		270	%

(1) The actual revenue shown here and used in the certification of the performance metrics in respect of the PSUs does not include revenue attributed to our acquisition of NextSphere Technologies Inc.

As shown in the table above, despite the challenging conditions we faced in 2023, the Company achieved revenue of $304.5 million in 2023 (exclusive of any revenue attributable to our acquisition of NextSphere Technologies Inc.) an achievement that would alone result in the vesting of 70% of the target number of PSUs awarded, and contribution margin of 38%, an achievement that would alone result in the vesting of 270% of the target number of PSUs awarded. In February 2023, our compensation committee and Board certified the achievement of the equally weighted performance metrics, resulting in 170% of the target number of PSUs vesting on the certification date in the amounts as follows:

Name	2023 Equity Awards: PSUs Shares Vested (#)
Leonard Livschitz		566,524
Anil Doradla		55,035
Yury Gryzlov		55,035
Stan Klimoff(1)		—

(1) Mr. Klimoff resigned as our Chief Strategy Officer effective May 19, 2023, resulting in the forfeiture of these awards.

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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 of 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.

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 Securities Exchange Act of 1934. 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.

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 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.

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Severance and Change in Control Benefits

On March 5, 2020, a wholly-owned subsidiary of ChaSerg Technology Acquisition Corp., a Delaware corporation (“ChaSerg”), merged with and into Grid Dynamics International, Inc., a California corporation (“GDI”), with GDI surviving the merger (the “Initial Merger”). Immediately following the Initial Merger, GDI merged with and into another wholly-owned subsidiary of ChaSerg (“Merger Sub 2”) with Merger Sub 2 surviving; Merger Sub 2 was then renamed “Grid Dynamics International, LLC” and ChaSerg was then renamed “Grid Dynamics Holdings, Inc.” (the “Business Combination”). We entered into employment agreements with certain of our officers (including our current NEOs), effective as of the consummation of the Business Combination (as amended, the “Post-Combination Employment Agreements”).

Each Post-Combination 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 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” (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, 12 months of base salary for Mr. Gryzlov and 12 months for Mr. Klimoff, (ii) a lump-sum payment equal to 100% with respect to Mr. Livschitz, 50% with respect to Mr. Doradla, 50% with respect to Mr. Gryzlov or 50% with respect to Mr. Klimoff, 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, 12 months for Mr. Gryzlov and 12 months for Mr. Klimoff, and (iv) for severance unrelated to a change in control, one year of accelerated vesting of outstanding unvested equity awards on the termination date. Mr. Klimoff received no severance payments when he voluntarily resigned effective May 19, 2023.

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.

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 2024 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 interest 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.

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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 Compensation Discussion and Analysis 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 Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2023.

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.

Summary Compensation Table

Grid Dynamics’ NEOs for 2023 are Leonard Livschitz, Chief Executive Officer, Anil Doradla, Chief Financial Officer, Yury Gryzlov, Chief Operating Officer and Chief Executive Officer of Grid Dynamics Europe, and Stan Klimoff, former Chief Strategy Officer. The following table presents summary information regarding the total compensation for the years ended December 31, 2023, 2022 and 2021 for Mr. Livschitz, Mr. Gryzlov and Mr. Doradla, and the total compensation for the years ended December 31, 2023 and 2022 for Mr. Klimoff, the years in which he was an NEO:

Name and Principal Position	Year	Salary ($)		Non-Equity Incentive Plan Compensation ($)(1)		Option Awards ($)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
Leonard Livschitz,	2023		800,000		1,022,000		—		3,989,003		11,317		5,822,320
Chief Executive Officer	2022		733,333		1,342,500		—		22,579,813		6,841		24,662,487
	2021		600,000		1,020,000		—		5,202,033		—		6,822,033
Anil Doradla,	2023		300,000		182,850		—		387,529		3,612		873,991
Chief Financial Officer	2022		300,000		276,375		—		2,749,621		3,372		3,329,368
	2021		300,000		255,000		—		505,374		—		1,060,374
Yury Gryzlov(4),	2023		475,200		289,762		—		387,529		210,311		1,362,802
Chief Operating Officer and	2022		369,488		357,010		—		2,749,621		52,982		3,529,101
Chief Executive Officer of	2021		270,000		239,500		—		505,374		—		1,014,874
Grid Dynamics Europe
Stan Klimoff(5)	2023		105,404		26,787		—		387,529		4,560		524,280
Former Chief Strategy Officer	2022		270,000		223,238		—		2,749,621		10,224		3,253,083

(1) The amounts included in this column reflect payments earned in 2023, 2022 and 2021, 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 awarded and PSUs granted to the NEO in 2023, 2022 and 2021, 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, 2023 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 PSUs assuming the maximum payout would have been $11,967,008 for Mr. Livschitz and $1,162,586 for Mr. Doradla, Mr. Gryzlov, and Mr. Klimoff.

(3) The amounts included in this column for 2023 for Mr. Gryzlov include (i) certain insurance and education costs paid by the Company on behalf of Mr. Gryzlov’s family pursuant to Mr. Gryzlov’s relocation to Switzerland and (ii) certain housing and transportation costs paid by the Company on behalf of Mr. Gryzlov’s family pursuant to Mr. Gryzlov’s relocation, and the amounts included in this column for 2023 for Mr. Livschitz include ArmadaCare supplemental executive medical premiums paid by the Company on behalf of Mr. Livschitz and his family and supplemental life insurance premiums paid by the Company on behalf of Mr. Livschitz.

(4) Mr. Gryzlov’s 2023 base salary is 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. Mr. Gryzlov’s 2022 base salary is 400,000 Swiss francs, which is shown here converted into U.S. dollars at the exchange rate of 1.0816 U.S. dollars per Swiss franc on December 31, 2022. The actual payment of Mr. Gryzlov’s 2023 bonus is 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. The actual payment of Mr. Gryzlov’s 2022 bonus includes 89,000 Swiss francs for the three months ended September 30, 2022, shown here converted into U.S. dollars at the exchange rate of 1.0816 U.S. dollars per Swiss franc on December 31, 2022, 84582.96 Swiss francs for the three months ended December 31, 2022, shown here converted into U.S. dollars at the exchange rate of 1.0816 U.S. dollars per Swiss franc on December 31, 2022 and $169,263.

(5) Mr. Klimoff resigned as our Chief Strategy Officer effective May 19, 2023 and forfeited any PSUs awarded to him in 2023.

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2023 Grants of Plan-Based Awards

The following table summarizes information regarding the incentive awards granted to each of Grid Dynamics’ NEOs in 2023:

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of		Grant Date Fair Value of Stock and Option
Name	Grant Date	Approval Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Stock or Units (#)		Awards ($)
Leonard Livschitz	—	—		—		800,000		1,600,000		—		—		—		—		—
	2/21/2023	2/16/2023		—		—		—		—		3,989,003		11,967,008		—		—
Anil Doradla	—	—		—		150,000		300,000		—		—		—		—		—
	2/21/2023	2/16/2023		—		—		—		—		387,529		1,162,586		—		—
Yury Gryzlov	—	—		—		237,600		475,200		—		—		—		—		—
	2/21/2023	2/16/2023		—		—		—		—		387,529		1,162,586		—		—
Stan Klimoff(3)	—	—		—		135,000		270,000		—		—		—		—		—
	2/21/2023	2/16/2023		—		—		—		—		387,529		1,162,586		—		—

(1) Amounts in the “Estimated Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive opportunities under our Corporate Bonus Plan based upon the achievement of corporate performance goals over each quarter fiscal year 2023. The actual amounts paid to our named executive officers are set forth in the “2023 Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in the section titled “Compensation Discussion and Analysis — Quarterly Cash Incentives.”

(2) Amounts in the “Estimated Payouts under Equity Incentive Plan Awards” columns relate to the PSUs under our 2020 Equity Incentive Plan. The shares underlying these PSUs vest upon our board’s certification of the achievement of certain performance metrics, with such certification to occur no later than March 1, 2024. The PSUs generally required the achievement of performance relating to specified levels of revenue growth from fiscal year 2022 to fiscal year 2023, and contribution margin for fiscal year 2023 with each such performance goal weighted at 50% of the award. Upon maximum performance achievement, 300% of the target number of PSUs awarded could become eligible to vest. In the event that Grid Dynamics’ change in control occurred during the fiscal year, 100% of the target number of PSUs would become eligible to vest on December 31, 2023, subject to continued service through such date. In February 2024, the compensation committee of our board of directors and our board of directors certified the achievement of certain performance metrics, resulting in 170% of the target number of PSUs vesting on the certification date, resulting in the issuance of the following number of shares to the following individuals: 566,524 shares for Mr. Livschitz, 55,035 shares for Mr. Doradla and 55,035 shares for Mr. Gryzlov, with such target numbers reflected here. The calculation of the payouts is discussed in the section titled “Compensation Discussion and Analysis — Long-Term Equity Incentives.”

(3) Mr. Klimoff resigned as our Chief Strategy Officer effective May 19, 2023.

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Outstanding Equity Awards at 2023 Year-End

The following table summarizes information concerning the outstanding equity awards, including unexercised options, as of December 31, 2023, for each of Grid Dynamics’ NEOs:

	Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) – Exercisable	Number of Securities Underlying Unexercised Options (#) – Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested ($)(5)	Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock that Have Not Vested (#)(6)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock that Have Not Vested ($)(7)
Leonard Livschitz	3/13/2020							83,318	(2)	1,110,629
	2/21/2023										333,250	4,442,223
	5/3/2022							166,662	(3)	2,221,604
Anil Doradla	3/13/2020	131,250	8,750	(1)	8.26		3/13/2030
	3/13/2020							8,102	(2)	108,000
	5/4/2020							8,750	(4)	116,638
	2/21/2023										32,375	431,559
	5/3/2022							26,001	(3)	346,593
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	131,250	8,750	(1)	8.26		3/13/2030
	3/13/2020							8,102	(2)	108,000
	5/4/2020							8,750	(4)	116,638
	2/21/2023										32,375	431,559
	5/3/2022							26,001	(3)	346,593

(1) Twenty-five percent (25%) of the shares subject to the option vested on March 13, 2021 and the remaining shares vest in 12 equal quarterly installments thereafter, provided the participant’s service has not terminated prior to each such date.

(2) Twenty-five percent (25%) of the shares underlying these RSUs vested on March 13, 2021, and the remaining RSUs vest in 12 equal quarterly installments thereafter.

(3) Fifty percent (50%) of the shares underlying these RSUs vest on May 3, 2023, and the remaining RSUs vest in 4 equal quarterly installments thereafter.

(4) Twenty-five percent (25%) of the shares underlying these RSUs vested on May 4, 2021, and the remaining RSUs vest in 12 equal quarterly installments thereafter.

(5) This amount reflects the fair market value of our common stock of $13.33 per share as of December 31, 2023, multiplied by the amount shown in the column for Number of Shares or Units of Stock That Have Not Vested.

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(6) The shares underlying these PSUs vest upon our board’s certification of the achievement of certain performance metrics, with such certification to occur no later than March 1, 2024. The PSUs generally required the achievement of performance relating to specified levels of revenue growth from fiscal year 2022 to fiscal year 2023, and contribution margin for fiscal year 2023 with each such performance goal weighted at 50% of the award. Upon maximum performance achievement, 300% of the target number of PSUs awarded could become eligible to vest. In the event that Grid Dynamics’ change in control occurred during the fiscal year, 100% of the target number of PSUs would become eligible to vest on December 31, 2023, subject to continued service through such date. In February 2024, the compensation committee of our board of directors and our board of directors certified the achievement of certain performance metrics, resulting in 170% of the target number of PSUs vesting on the certification date, resulting in the issuance of the following number of shares to the following individuals: 566,524 shares for Mr. Livschitz, 55,035 shares for Mr. Doradla and 55,035 shares for Mr. Gryzlov, with such target numbers reflected here. The amounts shown in the table above reflect shares of our common stock issued on February 20, 2024 as if such determination had been made as of December 31, 2023.

(7) This amount reflects the fair market value of our common stock of $13.33 per share as of December 31, 2023, multiplied by the amount shown in the column for Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested.

Option Exercises and Stock Vested in 2023

The following table sets forth the number of shares of common stock acquired during 2023 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
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise  ($)		Number of Shares Acquired on Vesting  (#)		Value Realized on Vesting  ($)
Leonard Livschitz		—		—		833,236		9,355,574
Anil Doradla		—		—		127,874		1,448,468
Yury Gryzlov		—		—		127,874		1,448,468
Stan Klimoff		105,000		299,167		68,844		779,898

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 2023 except in jurisdictions where such plan is statutorily required.

Potential Payments upon Termination or Change in Control

Each Post-Combination 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” (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, 12 months of base salary for Mr. Gryzlov and 12 months for Mr. Klimoff, (ii) a lump-sum payment equal to 100% with respect to Mr. Livschitz, 50% with respect to Mr. Doradla, 50% with respect to Mr. Gryzlov or 50% with respect to Mr. Klimoff, 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, 12 months for Mr. Gryzlov and 12 months for Mr. Klimoff, and (iv) for severance unrelated to a change in control, one year of accelerated vesting of outstanding unvested equity awards on the termination date. Mr. Klimoff received no severance payments when he voluntarily resigned effective May 19, 2023.

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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.

If any severance or other benefits provided for in an officer’s Post-Combination 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 Control Period								Termination without Cause or Resignation for Good Reason Within the Change in Control Period
Named Executive Officer	Salary Severance ($)		Bonus Severance ($)		Value of Continued Health Coverage ($)(1)		Value of Equity Acceleration ($)(2)		Total ($)		Salary Severance ($)		Bonus Severance ($)		Value of Continued Health Coverage ($)(1)		Value of Equity Acceleration ($)(2)		Total ($)
Leonard Livschitz		1,600,000		800,000		88,184		3,332,233		5,820,417		1,600,000		800,000		88,184		3,332,233		5,820,417
Anil Doradla		300,000		75,000		115		687,868		1,062,983		300,000		75,000		115		687,868		1,062,983
Yury Gryzlov(3)		475,200		118,800		13,160		687,868		1,295,028		475,200		118,800		13,160		687,868		1,295,028

(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, Mr. Gryzlov and Mr. Klimoff. The amounts presented are based on estimates for maintaining group health insurance continuation benefits under our 2024 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, 2023, which was $13.33 per share. The value of the accelerated stock options is calculated by multiplying the number of shares subject to acceleration for each stock option by the closing price per share on December 31, 2023, minus the applicable exercise price per share.

(3) Mr. Gryzlov’s 2023 base salary is 400,000 Swiss francs, and his salary severance 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. His bonus at target is 200,000 Swiss francs, and his bonus severance 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 value of his continued health coverage total 11,077 Swiss francs and 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.

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Equity Compensation Plan Information

The following table provides information as of December 31, 2023 with respect to shares of our common stock that may be issued under our existing equity compensation plans.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Restricted Stock Units  and Rights		Weighted Average Exercise Price of Outstanding Options and Rights(1)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the first Column)
Equity compensation plans approved by security holders
2018 Stock Plan(2)		1,486,428	$	3.54		—
2020 Equity Incentive Plan(3)		3,165,715	$	12.79		7,240,582
Equity compensation plans not approved by security holders		—		—		—
TOTAL		4,652,143				7,240,582

(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 Company’s 2020 Equity Incentive Plan became effective on March 4, 2020, in connection with the consummation of the Business Combination. The 2020 Equity Incentive 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. The Company has reserved a total of 16,300,000 shares of Company common stock for issuance pursuant to the 2020 Equity Incentive Plan, 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 2023:

● the median of the annual total compensation of all our employees (other than our Chief Executive Officer) was $46,372;

● the annual total compensation of Chief Executive Officer, as reported in the Summary Compensation Table included in this filing on Form 10-K/A, was $5,822,320; and

● the ratio of these two amounts was 126 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, 2023, our employee population consisted of approximately 3,847 individuals (of which approximately 8.6% were located in the United States and 91.4% 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. Our total employee population includes all employees who joined Grid Dynamics through acquisitions that were completed during 2023.

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 2023, including regular annual bonuses paid in respect of the prior year’s performance, and any special bonuses paid in 2023. In making this determination, we annualized the cash compensation (exclusive of any special bonuses paid in 2023) of our full-time, part-time, and temporary employees, and certain of our contractors who were hired in 2023 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 Mexico.

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, 2023 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, 2023 was $46,372. Our CEO’s total compensation for the year ended December 31, 2023 was $5,822,320, 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. 

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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 March 31, 2024 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.

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 76,521,182 shares of our common stock outstanding as of March 31, 2024 (the “Beneficial Ownership Date”). In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of our common stock subject to options, warrants or RSUs held by that person that are currently exercisable, exercisable, or subject to settlement within 60 days of March 31, 2024. 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., 5000 Executive Parkway, Suite 520, San Ramon, CA 94583.

	Common Stock(1)
Name of Beneficial Owner	Number		Percentage
5% Securityholders:
Beijing Teamsun Technology Co. Ltd.(2)		14,802,570		19.3	%
Wasatch Advisors LP(3)		7,256,928		9.5	%
Blackrock Inc.(4)		4,778,376		6.2	%
The Vanguard Group(5)		4,137,712		5.4	%
Named Executive Officers and Directors:
Lloyd Carney(6)		1,059,824		1.4	%
Eric Benhamou(7)		359,679		*
Marina Levinson		24,259		*
Leonard Livschitz(8)		2,890,927		3.8	%
Michael Southworth		27,079		*
Weihang Wang		25,395		*
Yueou Wang(9)		67,792		*
Shuo Zhang(10)		223,644		*
Yury Gryzlov(11)		804,559		1.0	%
Anil Doradla(12)		471,979		*
Stan Klimoff(13)		222,264		*
Patrick Nicolet		11,101		*
All executive officers and directors as a group (11 persons)(14)		5,966,238		7.7	%

* 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 76,521,182 shares of our common stock as of March 31, 2024, 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 March 31, 2024, 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.

27

(2) Consists of 14,802,570 outstanding shares of our common stock. Beijing Teamsun Technology Co. Ltd. (“Beijing Teamsun”) is the ultimate parent of GDD International Holdings 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 Teamsun is Unit 907, 9th Floor, Tai Yau Building, 181 Johnston Road, Wanchai, Hong Kong and 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/A filed with the SEC on February 9, 2024. The address of Wasatch Advisors LP is 505 Wakara Way, Salt Lake City, UT 84108.

(4) Based solely on information reported on a Schedule 13G/A filed with the SEC on January 29, 2024. Includes 4,691,412 shares over which Blackrock Inc. has sole power to vote and 4,778,376 shares over which Blackrock Inc. has sole dispositive power. The address of Blackrock Inc. is 55 East 52nd Street, New York, NY 10055.

(5) Based solely on information reported on a Schedule 13G filed with the SEC on February 13, 2024. Includes 3,996,306 shares over which The Vanguard Group has sole dispositive power and 141,406 shares over which The Vanguard Group has shared dispositive power. The address of The Vanguard Group is 100 Vanguard Blvd, Malvern, PA 19355.

(6) Consists of (a) 659,262 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, (e) 19,675 shares held of record by The Lloyd Carney 2020 Grantor Retained Annuity Trust, and (f) 74,345 shares held of record by The Ana M. Carney Living Trust.

(7) Consists of (a) 136,179 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.

(8) Consists of (a) 2,802,360 shares held of record by Mr. Livschitz, (b) 5,235 shares held by Oksana Livschitz, and (c) 83,332 shares issuable upon the vesting of RSUs within 60 days of March 31, 2024.

(9) Consists of (a) 25,395 shares held of record by Mr. Wang, and (b) 42,397 shares subject to options exercisable within 60 days of March 31, 2024.

(10) Consists of (a) 20,456 shares held of record by Ms. Zhang, (b) 139,655 shares held of record by Renascia Fund B LLC for which Ms. Zhang is the managing member and chief executive, and (c) 63,533 shares subject to options exercisable within 60 days of March 31, 2024.

(11) Consists of (a) 329,513 shares held of record by Mr. Gryzlov, (b) 457,671 shares subject to options exercisable within 60 days of March 31, 2024, and (c) 17,375 shares issuable upon the vesting of RSUs within 60 days of March 31, 2024.

(12) Consists of (a) 314,604 shares held of record by Mr. Doradla, (b) 140,000 shares subject to options exercisable within 60 days of March 31, 2024, and (c) 17,375 shares issuable upon the vesting of RSUs within 60 days of March 31, 2024.

(13) Based solely on information reported on a Form 144 filed with the SEC on August 4, 2023 and a Form 4 filed with the SEC on May 5, 2023. Consists of (a) 123,923 shares held of record by Mr. Klimoff and (b) 48,084 shares held of record by O. Fox Charitable Trust. Mr. Klimoff resigned as our Chief Strategy Officer effective May 19, 2023.

(14) Consists of (a) 5,144,555 shares held of record, (b) 118,082 shares issuable upon the vesting of RSUs within 60 days of March 31, 2024 and (c) 703,601 shares subject to options exercisable within 60 days of March 31, 2024.

28

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

In fiscal 2023, Grid Dynamics Switzerland GmbH, a wholly-owned subsidiary of the Company, entered into agreements (the “LineBreak Agreements”) with LineBreak (Technology UK) Ltd. (“LineBreak”), an entity affiliated with Patrick Nicolet, pursuant to which the Company provides certain of its standard consulting services to LineBreak in exchange for standard payment therefor. Approximately 174,834€ ($192,954) in payment was collected by the Company in fiscal 2023 pursuant to the Linebreak Agreements. Oksana Livschitz, the spouse of our CEO, Leonard Livschitz, is currently employed by the Company in a non-executive role. Mrs. Livschitz received total compensation in fiscal 2023 in the amount of approximately $266,399, including salary, bonus, and equity awards, and she is eligible to participate in employee benefit plans generally available to our employees. Her 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, 2023, 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 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.

29

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 will be considered “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

Item 14. Principal Accounting Fees and Services.

Fees Paid to the Independent Registered Public Accounting Firm

The following table sets forth the approximate aggregate fees billed to the Company by Grant Thornton LLP in 2022 and 2023:

Fee Category	2022		2023
Audit Fees(1)	$	1,205,000	$	1,300,000
Audit-Related Fees(2)	$	100,000	$	14,432
Tax Fees(3)	$	23,130	$	16,210
All Other Fees(4)	$	50,000	$	159,023
Total	$	1,378,130	$	1,489,665

(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” are aggregate fees billed by Grant Thornton LLP 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 offering of common stock and consents for registration statements.

(3) “Tax Fees” are the aggregate fees billed by Grant Thornton LLP for professional services rendered in connection with tax compliance, advice and planning.

(4) “All Other Fees” consist of the aggregate fees billed by Grant Thornton LLP for professional services rendered for buy-side due diligence.

Our 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.

30

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: 

		Incorporated by Reference
Exhibit Number	Exhibit Title	Form	File No.	Exhibit No.	Filing Date	Provided Herewith
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.					X
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.					X
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	February 29, 2024
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	February 29, 2024
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 16. Form 10-K Summary.

None.

31

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)
April 29, 2024	By:	/s/ Leonard Livschitz
		Leonard Livschitz
		Chief Executive Officer
		(Principal Executive Officer)

32

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Leonard Livschitz, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Grid Dynamics Holdings, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: April 29, 2024	By:	/s/ Leonard Livschitz
		Leonard Livschitz
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anil Doradla, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Grid Dynamics Holdings, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: April 29, 2024	By:	/s/ Anil Doradla
		Anil Doradla
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Document And Entity Information - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Feb. 15, 2024

Jun. 30, 2023

Document Information Line Items

Entity Registrant Name

Grid Dynamics Holdings, Inc.

Trading Symbol

GDYN

Document Type

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Current Fiscal Year End Date

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Entity Common Stock, Shares Outstanding

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Entity Public Float

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Amendment Description

Explanatory NoteReasons for Filing this AmendmentOn February 29, 2024, 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, 2023 (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.

Entity Central Index Key

0001743725

Entity Current Reporting Status

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Entity Voluntary Filers

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Entity Filer Category

Accelerated Filer

Entity Well-known Seasoned Issuer

Yes

Document Period End Date

Dec. 31, 2023

Document Fiscal Year Focus

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Document Fiscal Period Focus

FY

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Entity Emerging Growth Company

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ICFR Auditor Attestation Flag

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Entity File Number

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Entity Incorporation, State or Country Code

DE

Entity Tax Identification Number

83-0632724

Entity Address, Address Line One

5000 Executive Parkway

Entity Address, Address Line Two

Suite 520

Entity Address, City or Town

San Ramon

Entity Address, State or Province

CA

Entity Address, Postal Zip Code

94583

City Area Code

(650)

Local Phone Number

523-5000

Title of 12(b) Security

Common Stock, par value $0.0001 per share

Security Exchange Name

NASDAQ

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Documents Incorporated by Reference [Text Block]

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Auditor Name

GRANT THORNTON LLP

Auditor Location

San Francisco, California

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