Grid Dynamics Holdings, Inc. DEFA14A Filing

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• tm2533664d1_defa14a.htm (DEFA14A) — 20KB
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• 0001104659-25-121497.txt ( ) — 33KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 Grid Dynamics Holdings, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. We Urge You To Vote “ FOR ” Proposal No. 3 and Proposal No. 4 Grid Dynamics Holdings, Inc. (the “Company”) is providing this supplemental disclosure to assist stockholders in evaluating (i) Proposal No. 3 — the advisory vote to approve the compensation of our named executive officers for the year ended December 31, 2024 (“Say-on-Pay”) and (ii) Proposal No. 4 — approval of an amendment to the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan, each as described in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on November 10, 2025. For more information, including how to vote, please see the Proxy Statement and other documents filed by the Company with the SEC, which are available free of charge on the SEC’s website at www.sec.gov. This supplemental filing provides additional context regarding the Company’s executive compensation decisions and long-term incentive framework and further explains why the Board of Directors urges stockholders to vote “ FOR ” Proposal No. 3 and Proposal No. 4. Proposal No. 3 — Say-on-Pay · The CEO’s equity grant timing is purposeful and rooted in performance discipline. Long-term incentive awards have been sized and timed to reflect business performance, strategic milestones, and leadership continuity — larger grants in 2022 and 2024, a smaller grant in 2023, and no grant at all in 2025 . When viewed over the 2022–2025 period, the average annualized CEO grant value is within the competitive range of companies of similar size and complexity. The compensation committee’s objective has remained constant: to deliver equity value when the Company achieves strong and sustainable results. · The 2024 equity grant directly links rewards to execution of the Company’s strategy through 2026. More than 97% of the CEO’s target compensation is performance-based or at risk, including 55% of the equity 2024 award granted in the form of performance share units (“PSUs”) tied to financial and market-based goals, with the remainder in the form of time-based restricted stock units (“RSUs”). This design ties value recognition by the CEO to the Company delivering meaningful results for stockholders. · PSU design reinforces accountability, transparency, and sustained performance. The 2024 PSUs measure progress at one-, two-, and three-year intervals across the 2024–2026 period. Annual vesting is based on revenue growth and contribution margin, as well as relative total stockholder return and relative revenue CAGR modifiers. This structure drives annual accountability while also maintaining a long-term focus, ensuring that payout levels reflect consistent execution and value creation for stockholders over the entire period, balancing both short-term and long-term objectives. · In 2024, stockholders expressed strong support for the Company’s compensation program, with 98% of votes cast in favor of the Company’s Say-on-Pay proposal, and the 2025 program is materially unchanged from the prior year, retaining the same core design and governance features. Governance and stockholder alignment continue to underpin the compensation committee’s decisions. The compensation committee is fully independent and advised by an external compensation consultant to ensure objective, market-based decision-making. The Company maintains best-practice features, including a double-trigger change-in-control policy, a comprehensive clawback policy, and strict prohibitions on hedging and pledging Company stock. The compensation committee remains committed to continued transparency, responsiveness, and alignment with stockholder interests. Proposal No. 4 — Approval of Additional Shares Under the 2020 Equity Incentive Plan · The share request is measured, infrequent, and not automatic. The Company is requesting approval of 3.5 million additional shares under its 2020 Equity Incentive Plan

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