Grid Dynamics shifts director pay from cash to equity RSUs; effective Dec 23, 2025

GRID DYNAMICS HOLDINGS, INC.

Annual retainer for outside directors to be paid in RSUs instead of cash; directors may elect cash during open window.
Director pay includes $40k annual retainer plus committee fees: Audit Chair $20k, member $15k; Compensation Chair $15k, member $10k.
Additional equity grants: initial RSUs $75k, annual RSUs $75k, Chairperson RSUs $30k, Committee Chair $40k, Committee Member $30k.
Policy is intended to align director and stockholder interests; total annual compensation capped at $600k per director.
Approved by Board on Nov 7, 2025; full policy filed as Exhibit 10.1.

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