DEF 14A of Innodata Inc
Filed Apr 24, 2026 · FY20250001104659-26-048201
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS It is the intention of the persons named in the enclosed form of Proxy card, unless such form of Proxy card specifies otherwise, to nominate and to vote the shares represented by such Proxy for the election as directors of Jack S. Abuhoff, Daniel H. (Don) Callahan, Richard D. Clarke, Louise C. Forlenza and Stewart R. Massey, to hold office until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified or until such director’s earlier death, resignation or removal. Each of the nominees named below currently serves as a director of the Company and Jack S. Abuhoff, Louise C. Forlenza and Stewart R. Massey were elected at the Annual Meeting of Stockholders held on June 5, 2025 (the “2025 Annual Meeting”). The Company has no reason to believe that any of the nominees will become unavailable to serve as director for any reason before the Meeting. However, in the event that any of them shall become unavailable, each of the persons designated as proxy on the Proxy card reserves the right to substitute another person of his or her choice when voting at the Meeting. Below is the biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes and/or skills that led the Nominating Committee and the Board of Directors to determine that each nominee should serve as a director.
PROPOSAL 1. ELECTION OF DIRECTORS
| Jack S. Abuhoff | Age: 65 | Principal Occupation and Business Experience Chief Executive Officer of the Company since 1997, and a director of the Company since its founding in 1988. Mr. Abuhoff has been the Chairman of the Company’s Board of Directors since November 2025, and previously served in this capacity from May 2001 to June 2020. Mr. Abuhoff served as the Company’s President from September 1997 to November 2025, and served as the Company’s interim Principal Financial Officer from May 2018 to April 2019. From 1995 to 1997 he was Chief Operating Officer of Charles River Corporation, an international systems integration and outsourcing firm. From 1992 to 1994, Mr. Abuhoff was employed by Chadbourne & Parke, LLP in connection with its joint venture with Goldman Sachs to develop capital projects in China. He practiced international corporate law at White & Case LLP from 1986 to 1992. Mr. Abuhoff holds an A.B. degree in English from Columbia College, Columbia University (1983) and a J.D. degree from the Harvard Law School (1986). Key Experience, Qualifications, Attributes and Skills Mr. Abuhoff has knowledge of the Company, its clients, and the industries the Company serves, both from a historical and a current perspective, as well as leadership and management skills, international experience, and experience in providing technology services. | | Daniel H. (Don) Callahan | Age: 69 | Principal Occupation and Business Experience Director of the Company since November 2025, and a member of the Company’s Audit Committee and Leadership and Compensation Committee since November 2025. Mr. Callahan is the Chief Executive Officer of Callahan Advisors, LLC, where he advises global companies on digital transformation and technology startups on differentiated growth strategies. He was the former Non-Executive Chairman of TIME, where he led its comprehensive digital transformation. From 2007 until his retirement in 2018, Mr. Callahan served as Citigroup’s Chief Administrative Officer and Global Head of Operations, Technology and Shared Services, overseeing businesses and services across more than 100 countries, a multi-billion-dollar budget, and the bank’s cybersecurity initiatives. Prior to Citigroup, he held senior executive positions at Morgan Stanley, Credit Suisse, and IBM. Mr. Callahan currently serves on the Board of Directors of WEX Inc. as well as the boards of Columbia University’s Teachers College and several private companies. He has a Bachelor’s Degree in history from Manhattanville College, where he serves as Trustee Chair Emeritus. Key Experience, Qualifications, Attributes and Skills Mr. Callahan has technology and financial services leadership experience, experience advising companies on digital transformations and global business growth strategies, as well as a background in overseeing cybersecurity initiatives. |
PROPOSAL 1. ELECTION OF DIRECTORS
| Richard D. Clarke | Age: 63 | Principal Occupation and Business Experience Director of the Company since November 2025, and a member of the Company’s Nominating Committee since November 2025. General (Retired) Clarke is a retired four-star U.S. Army General who served nearly four decades leading complex and diverse organizations at every level, including more than 15 years internationally with more than 12 combat deployments to Iraq and Afghanistan. Prior to his retirement in 2022, he served as the commander of the United States Special Operations Command (USSOCOM or SOCOM), where he led a joint force of over 75,000 military members with an annual operating budget of more than $13 billion. Prior to assuming command of USSOCOM, he served as Director for Strategic Plans and Policy (J5), Joint Staff, the Pentagon, Arlington, Virginia. General (Retired) Clarke’s major awards include the Defense Distinguished Service Medal, two Army Distinguished Service Medals, three Defense Superior Service Medals, two Legion of Merit awards, and five Bronze Stars. He is currently on the Board of Directors at General Dynamics and a trustee at MITRE. He has a bachelor’s degree from the U.S. Military Academy at West Point and an MBA from Benedictine College. Key Experience, Qualifications, Attributes and Skills As a retired U.S. Army General, General (Retired) Clarke has cybersecurity and risk oversight experience, as well as experience in technology innovation, global operations, and leading complex and diverse organizations. | | Louise C. Forlenza | Age: 76 | Principal Occupation and Business Experience Director of the Company since October 2002, Chair of the Company’s Audit Committee since September 2006, a member of the Company’s Leadership and Compensation Committee since December 2002 and a member of the Company’s Nominating Committee since October 2008. Ms. Forlenza founded LC Forlenza CPA PC Advisory Services in 1987, providing strategic insight and expertise in global accounting and reporting, forensic accounting, auditing, foreign tax issues, turnarounds and litigation support to over 250 global clients in industries such as technology, real estate, entertainment, transportation and health and wellness. Ms. Forlenza has also previously served as Chief Financial Officer of Bierbaum-Martin, a foreign exchange firm. Ms. Forlenza is a Certified Public Accountant. She received a B.B.A. degree in Accounting from Iona College (1971), and a Certificate in Forensic Accounting from New York University in 2012. Ms. Forlenza attended the Harvard Executive Program for Board Governance and Audit in 2015 and the Harvard Executive Compensation Program in 2016. Key Experience, Qualifications, Attributes and Skills Ms. Forlenza satisfies the financial literacy requirements of Nasdaq, and the Company has determined that she is an “audit committee financial expert,” as defined by Item 407(d)(5) of Regulation S-K. A Certified Public Accountant and a former Chief Financial Officer, she has a background in accounting, audit, tax planning and foreign exchange planning, and she provides diversity of background and viewpoint. |
PROPOSAL 1. ELECTION OF DIRECTORS
| Stewart R. Massey | Age: 69 | Principal Occupation and Business Experience Director of the Company since March 2009, Lead Independent Director since November 2025, Chair of the Company’s Leadership and Compensation Committee since June 2009, Chair of the Company’s Nominating Committee since June 2020 and a member of the Company’s Audit Committee since December 2013. Mr. Massey is General Partner of Stewart Massey Consulting LLC, a position he has held since May 2025. Through that entity he advises financial services firms and family offices on governance, investments and growth initiatives. Mr. Massey served as Founding Partner of Massey, Quick, Simon and Co. LLC, a provider of investment advisory and consulting services for endowments, foundations and wealthy families, from 2004 to September 2018. Prior to founding Massey, Quick in 2004 Mr. Massey had a 20 year career with Morgan Stanley & Co. performing various roles in the institutional securities division based out of New York, Hong Kong and Tokyo. Mr. Massey served as President and CEO of Robert Fleming, Inc. in 1997 and 1998 with regional responsibility for equity sales and trading, research, capital markets, investment banking, and asset management in the Americas. Mr. Massey holds a B.A. degree in History from The College of Wooster (1979), where he has served as a Trustee since 1987. As an Emeritus Trustee he serves on the Trustee and Governance, Finance and Investment committees. Mr. Massey also served on the investment committee of Hobart and William Smith Colleges from December 2010 to April 2023. Mr. Massey attended the Wharton School Corporate Governance: Maximize Your Effectiveness in the Boardroom certificate program in 2022. Key Experience, Qualifications, Attributes and Skills Mr. Massey has leadership experience as a Chief Executive Officer and a senior executive officer. He has financial management expertise, as well as compensation, mergers and acquisitions, investment advisory, board, corporate governance and international experience, and he provides diversity of background and viewpoint. |
PROPOSAL 1. ELECTION OF DIRECTORS
There are no family relationships between or among any nominees for director of the Company. Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. If a quorum is present or represented by proxy at the Meeting, directors will be elected at the meeting by a plurality of the votes present in person or represented by proxy at the Meeting and entitled to vote on the election of directors (i.e., the five nominees receiving the greatest number of votes “FOR” their election will be elected as directors). “Withheld” votes and broker non-votes are not considered votes cast “for” the foregoing purpose and will have no effect on the outcome of the proposal, but will be counted in determining whether there is a quorum for the Meeting. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED HEREIN.
Executive Compensation Objectives
| ● | Align the interests of our executives with the long-term interests of stockholders through stock-based incentives |
Executive Compensation Objectives
| ● | The recommendations of an independent compensation consultant, to the extent compensation consultants are utilized |
Executive Compensation Objectives
| ● | Competitive market and peer company data |
Executive Compensation Objectives
| ● | On an as-needed basis, the services of an independent compensation consultant |
Competitive Benchmarking / Peer Group Analysis
Competitive Benchmarking / Peer Group Analysis Although the Company has no policy regarding the retention of independent consultants to conduct competitive benchmarking and/or a peer group analysis, it has, from time to time, engaged such consultants to assist the Committee in the review and determination of various compensation matters. Between June and December 2024 the Committee engaged an independent compensation consultant, Frederic W. Cook & Co., Inc. (“Cook”) to supplement the guidance provided by Cook in October 2023 after conducting an independent review of the Company’s executive compensation program and non-employee director compensation program and analyzing how the Company’s executive compensation and non-employee director programs compare to the competitive market. The supplemental guidance was requested in the light of the Company’s performance during 2024 as compared to the prior year. In October 2025 the Committee engaged Cook to provide an executive compensation benchmarking analysis for the purpose of providing a competitive reference to pay levels for a company of Innodata’s size. Cook’s analysis covered base salaries, target bonuses, equity compensation levels and total direct compensation. The competitive benchmarks used by Cook were based on a sample of 75 software companies with a $2.5 billion median market cap from a nationally recognized survey. The median market cap was chosen based on the Company’s $2.5 billion market cap on October 27, 2025. The Committee also requested Cook to provide background and considerations related to the potential design of performance share unit (“PSU”) awards for executive officers, as well as stock ownership guidelines for executive officers and directors.
Components of the Executive Compensation Program
Performance-Based Cash Incentives Performance-based cash incentives provide the Company with a means of rewarding performance based upon the attainment of corporate financial goals, individual goals, and individual accomplishments and contributions to the Company. The Committee reviews the Company’s financial performance and individual performance, accomplishments and contributions, as well as recommendations provided to the Committee by the CEO for each executive officer other than the CEO. Cash incentives may be paid pursuant to an incentive compensation plan or as cash bonuses. Based on the Company’s performance in the year ended December 31, 2025, and on each executive officer’s individual accomplishments and contributions towards the Company’s performance in 2025, and after considering the competitive benchmarks provided by Cook, in April 2026 the Committee awarded the following cash bonuses to named executive officers for the year ended December 31, 2025: $1,301,137 to Mr. Abuhoff, $342,013 to Ms. Espineli, $867,425 to Mr. Mishra, and $867,425 to Mr. Singhal. Stock-Based Incentives The Company views stock-based incentives as a critical component of its executive compensation program. The Committee believes stock-based incentives align the executive officers’ interests with those of stockholders in building stockholder value over the long term by tying a significant percentage of compensation to be realized by the executive officers to changes in stockholder value over the long term. The Committee also believes that stock-based incentives offer executive officers an incentive for the achievement of superior performance over time and foster the retention of key management personnel. The value of stock-based incentives the Committee awards each executive officer is based on his or her relative position, responsibilities and performance, including anticipated future performance, potential and responsibilities, and performance over the previous fiscal year, to the extent applicable. For awards to executive officers other than the Chief Executive Officer, the Committee also takes into account the recommendation of the Chief Executive Officer. The Committee also reviews and considers prior stock-based grants made to each executive officer. In December 2025, the Committee awarded stock-based incentives in the form of restricted stock units (“RSUs”) and performance RSUs (“PRSUs”) to the executive officers. The target value of the stock-based incentives was weighted 50% in the form of RSUs and 50% in the form of PRSUs, and the PRSUs were weighted 50% to a financial performance objective, year-over year revenue growth and Adjusted EBITDA (the “Financial Performance Objective”) and 50% to a relative total shareholder return (“TSR”) performance objective, percentile Company TSR performance vs. comparator group (the “Relative TSR Performance Objective”). The target value of the stock-based incentives was based on the factors set forth above as well as on the competitive benchmarks provided by Cook. The RSUs are settled in shares of the Company’s common stock upon satisfaction of service-based vesting conditions, and in the case of PRSUs, the applicable performance-based vesting conditions in addition to the service-based vesting condition. These awards serve the Company’s retention objectives as the executive officers must generally remain in continuous service with the Company throughout the multi-year vesting periods to fully earn the awards. In addition, since the value of these awards fluctuates with changes in the value of the underlying shares, they serve as an incentive that aligns the interests of the executive officers with the long-term interests of the Company’s stockholders. In particular, the PRSUs are specifically designed to motivate the Company’s executive officers to achieve performance targets set by the Committee. The Committee believes this further aligns interests with the Company’s stockholders in driving long-term company performance and growth in value. Together, RSUs and PRSUs are important tools to motivate and retain the Company’s executive officers, since the value of the awards is delivered to the executive officers over a three-year period, subject to their continued service.
Components of the Executive Compensation Program
| Name | RSUs (#) | PRSUs (Target Number of Shares) (#) | Total Target Value at Grant Date ($) | | Jack S. Abuhoff | 100,098 | 100,098 | 10,199,986 | | Marissa B. Espineli | 13,074 | 13,074 | 1,332,241 | | Ashok Mishra | 43,179 | 43,178 | 4,399,889 | | Rahul Singhal | 43,179 | 43,178 | 4,399,889 |
Components of the Executive Compensation Program
The RSUs vest in three equal installments on December 31, 2026, December 31, 2027 and December 31 2028. The performance period for the PRSUs with a Financial Performance Objective is January 1, 2026 through December 31, 2026. The PRSUs with a Financial Performance Objective performance vest on the date the Company determines the level of achievement of the Financial Performance Objective. The PRSUs that performance vest will time vest in three equal installments on the date the Company determines the achievement of the financial performance objective, December 31, 2027 and December 31, 2028, subject to continued service with the Company by the executive officer through such dates. The performance period for the PRSUs with a Relative TSR Performance Objective is January 1, 2026 through December 31, 2028. PRSUs with Relative TSR Performance Objective performance vest on December 31, 2028 subject to continued service with the Company by the executive officer through such date. Executive Officers will earn and become vested in the number of PRSUs with respect to the Target Number of Shares in the chart above based on the actual performance level achieved with respect to the Financial Performance Objective and the Relative TSR Performance Objective, subject to the satisfaction of the applicable service condition.
Components of the Executive Compensation Program
| Name | PRSU Performance Objective | Threshold (# of Shares) (1); (2) | Target (# of Shares) | Maximum (# of Shares) (3) | | Jack S. Abuhoff | Financial Performance Objective | 25,025 | 50,049 | 100,098 | | | Relative TSR Performance Objective | 12,512 | 50,049 | 100,098 | | Marissa B. Espineli | Financial Performance Objective | 3,269 | 6,537 | 13,074 | | | Relative TSR Performance Objective | 1,634 | 6,537 | 13,074 | | Ashok Mishra | Financial Performance Objective | 10,795 | 21,589 | 43,178 | | | Relative TSR Performance Objective | 5,397 | 21,589 | 43,178 | | Rahul Singhal | Financial Performance Objective | 10,795 | 21,589 | 43,178 | | | Relative TSR Performance Objective | 5,397 | 21,589 | 43,178 |
Components of the Executive Compensation Program
| (2) The threshold payout is 50% of the target number of shares for the Financial Performance Objective and 25% of the target number of shares for the Relative TSR Performance Objective. No payout will be made for performance below the respective threshold performance levels. |
Components of the Executive Compensation Program
| (3) The maximum payout is 200% of the target number of shares. |
Components of the Executive Compensation Program
Benefits and Perquisites The Company offers retirement, health, life, and disability benefits, as well as medical and dependent care reimbursement plans to all full-time employees. These plans do not discriminate in scope, terms or operation in favor of executive officers. In addition, in the year ended December 31, 2025, the Company reimbursed Mr. Abuhoff $7,859 for the cost of life and disability insurance premiums and related taxes pursuant to his employment agreement and provided Mr. Mishra a benefit of $68,700 for an apartment rental. Severance and Change-of-Control The Company uses severance and change-of-control agreements to attract and retain qualified, talented and dedicated executives and to help the Company remain competitive in the marketplace. Results of 2025 Advisory Vote on Executive Compensation At the 2025 Annual Meeting of Stockholders held in June 2025, the Company’s stockholders approved the 2024 compensation of the Company’s named executive officers by 94% of the votes cast. The Company considered these results when making decisions about its compensation practices for the year ended December 31, 2025. The Leadership and Compensation Committee values the stockholder feedback provided through the vote, as well as the feedback regarding Company performance received through conversations with stockholders after the vote. The Leadership and Compensation Committee will continue to review the Company’s executive compensation programs to assure that the compensation of the named executive officers remains consistent with the objectives stated above under “Overview of Executive Compensation Program” and reflective of the Company’s financial performance.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth, for the periods indicated, all of the compensation awarded to, earned by or paid to the Company’s “named executive officers” for the fiscal year ended December 31, 2025.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Jack S. Abuhoff Chairman and Chief Executive Officer | 2025 | 544,688 | 1,301,137(1) | 10,199,986(2) | — | 7,859(3) | 12,053,670 | | | 2024 | 518,750 | 1,000,000(4) | 2,580,600(5) | 2,592,800(6) | 8,600(7) | 6,700,750 | | Marissa B. Espineli Interim Chief Financial Officer | 2025 | 280,350 | 342,013(1) | 1,332,241(2) | — | — | 1,954,604 | | | 2024 | 249,000 | 378,000(4) | 774,180(5) | 777,840(6) | — | 2,179,020 | | Ashok Mishra Executive Vice President and Chief Operating Officer | 2025 | 435,750 | 867,425(1) | 4,399,889(2) | — | 68,700(8) | 5,771,764 | | | 2024 | 415,000 | 1,000,000(4) | 2,580,600(5) | 2,592,800(6) | 11,400(9) | 6,599,800 | | Rahul Singhal President and Chief Revenue Officer (10) | 2025 | 435,750 | 867,425(1) | 4,399,889(2) | — | — | 5,703,064 |
SUMMARY COMPENSATION TABLE
| (1) Represents a cash bonus awarded by the Leadership and Compensation Committee in April 2026 based on the Company’s performance in 2025, and each executive officer’s individual accomplishments and contributions towards the Company’s performance in 2025. |
SUMMARY COMPENSATION TABLE
| (2) Represents the dollar amount of the aggregate grant date fair value of RSUs and PRSUs granted in 2025. The aggregate grant date fair value is based on the closing market price of the Company’s Common Stock on the date of grant, which was $50.95 on December 31, 2025. On December 31, 2025 Messrs. Abuhoff, Mishra and Singhal and Ms. Espineli were granted 100,098, 43,178, 43,178 and 13,074 RSUs, respectively. The RSUs vest in three equal installments on December 31, 2026, December 31, 2027 and December 31, 2028. On December 31, 2025 Messrs. Abuhoff, Mishra and Singhal and Ms. Espineli were granted 50,049, 21,589, 21,589 and 6,537 PRSUs, respectively, with a Financial Performance Objective, and 50,049, 21,589, 21,589 and 6,537 PRSUs, respectively, with a Relative TSR Performance Objective. The PRSUs with a Financial Performance Objective performance vest on the date the Company determines the level of achievement of the Financial Performance Objective. The PRSUs that performance vest will time vest in three equal installments on the date the Company determines the achievement of the financial performance objective, December 31, 2027 and December 31, 2028, subject to continued service with the Company by the executive officer through such dates. The PRSUs with Relative TSR Performance Objective performance vest on December 31, 2028 subject to continued service with the Company by the executive officer through such date. |
SUMMARY COMPENSATION TABLE
| (3) Represents the cost of employer-provided executive life and disability insurance in the amount of $6,150, and reimbursement for related federal and state income taxes in the amount of $1,709. |
SUMMARY COMPENSATION TABLE
| (4) Represents a cash bonus awarded by the Leadership and Compensation Committee in March 2025 based on the Company’s performance in 2024, and each executive officer’s individual accomplishments and contributions towards the Company’s performance in 2024. |
SUMMARY COMPENSATION TABLE
| (5) Represents the dollar amount of the aggregate grant date fair value of RSUs granted in 2024. The aggregate grant date fair value is based on the closing market price of the Company’s Common Stock on the date of grant, which was $43.01 on December 20, 2024. On December 20, 2024 each of Messrs. Abuhoff and Mishra were granted 60,000 RSUs and Ms. Espineli was granted 18,000 RSUs. The RSUs vest in three equal installments on December 20, 2025, December 20, 2026 and December 20, 2027. |
SUMMARY COMPENSATION TABLE
| (6) Represents the dollar amount of the aggregate grant date fair value of stock options granted in 2024. The aggregate grant date fair value is the amount the Company expects to expense in its financial statements over the award’s vesting schedule. This amount reflects the Company’s accounting expense and does not correspond to the actual value that will be realized by the named executive officer. For stock options, the grant date fair value is calculated using the Black-Scholes option pricing model and is based on the value of the option on the grant date, which was $32.41 on December 20, 2024. For information on the valuation assumptions, see Note 11 in the Notes to Consolidated Financial Statements filed with the Annual Report on Form 10-K for the year ended December 31, 2024. On December 20, 2024 each of Messrs. Abuhoff and Mishra were granted options to purchase 80,000 shares of Common Stock, and Ms. Espineli was granted an option to purchase 24,000 shares of Common Stock. The option has an exercise price equal to $43.01, and the options vest in three equal installments on December 20, 2025, December 20, 2026 and December 20, 2027. |
SUMMARY COMPENSATION TABLE
| (7) Represents the cost of employer-provided executive life and disability insurance in the amount of $6,150, and reimbursement for related federal and state income taxes in the amount of $2,450. |
SUMMARY COMPENSATION TABLE
| (8) Represents the cost of an employer provided apartment rental in 2025. |
SUMMARY COMPENSATION TABLE
| (9) Represents the cost of an employer-provided apartment rental in November and December 2024. |
SUMMARY COMPENSATION TABLE
| (10) Mr. Singhal was appointed as President of the Company in November 2025. |
Outstanding Equity Awards at fiscal year-end 2025
Outstanding Equity Awards at fiscal year-end 2025 The following table summarizes the outstanding equity awards held by each named executive officer as of December 31, 2025.
Outstanding Equity Awards at fiscal year-end 2025
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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 ($) | | Jack S. Abuhoff | 400,000 | — | 1.24 | 7/31/2029 | 40,000(2) | 2,038,000 | | | 400,000 | — | 1.42 | 6/4/2030 | 100,098(3) | 5,099,993 | | | 80,000 | — | 7.24 | 8/1/2031 | 50,049(4) | 2,549,997 | | | 832,926 | — | 4.99 | 3/9/2032 | 50,049(5) | 2,549,997 | | | 160,000 | — | 3.41 | 10/6/2032 | — | — | | | 26,666 | 53,334(1) | 43.01 | 12/19/2034 | — | — | | Total | 1,899,592 | 53,334 | | | 240,196 | 12,237,987 | | Marissa B. Espineli | 20,000 | — | 1.11 | 7/16/2028 | 12,000(2) | 611,400 | | | 11,667 | — | 3.41 | 10/6/2032 | 13,074(3) | 666,120 | | | 8,000 | 16,000(1) | 43.01 | 12/19/2034 | 6,537(4) | 333,060 | | | | | | | 6,537(5) | 333,060 | | Total | 39,667 | 16,000 | | | 38,148 | 1,943,640 | | Ashok Mishra | 242,901 | — | 4.99 | 3/9/2032 | 40,000(2) | 2,038,000 | | | 26,666 | 53,334(1) | 43.01 | 12/19/2034 | 43,179(3) | 2,199,970 | | | | | | | 21,589(4) | 1,099,960 | | | | | | | 21,589(5) | 1,099,960 | | Total | 269,567 | 53,334 | | | 126,357 | 6,437,890 | | Rahul Singhal | 26,667 | — | 3.41 | 10/6/2032 | 40,000(2) | 2,038,000 | | | 26,666 | 53,334(1) | 43.01 | 12/19/2034 | 43,179(3) | 2,199,970 | | | | | | | 21,589(4) | 1,099,960 | | | | | | | 21,589(5) | 1,099,960 | | Total | 53,333 | 53,334 | | | 126,357 | 6,437,890 |
Outstanding Equity Awards at fiscal year-end 2025
| (1) Granted on December 20, 2024. The stock options vest in three equal installments beginning one year from the date of grant. The unvested portion will vest in two equal installments on December 20, 2026 and December 20, 2027. |
Outstanding Equity Awards at fiscal year-end 2025
| (2) Represents RSUs granted on December 20, 2024. The restricted stock units vest in three equal installments beginning one year from date of grant. The unvested portion will vest in two equal installments on December 20, 2026 and December 20, 2027, and will be settled into shares of Innodata Inc.'s Common Stock upon vesting. The closing market price of the Company’s Common Stock on December 31, 2025 was $50.95. |
Outstanding Equity Awards at fiscal year-end 2025
| (3) Represents RSUs granted on December 31, 2025. The restricted stock units vest in three equal installments beginning one year from date of grant. The unvested portion will vest in three equal installments on December 31, 2026, December 31, 2027 and December 31, 2028, and will be settled into shares of Innodata Inc.'s Common Stock upon vesting. The closing market price of the Company’s Common Stock on December 31, 2025 was $50.95. |
Outstanding Equity Awards at fiscal year-end 2025
| (4) Represents PRSUs granted on December 31, 2025 with a Financial Performance Objective. The PRSUs will performance vest on the date the Company determines the level of achievement of the Financial Performance Objective. The PRSUs that performance vest will time vest in three equal installments on the date the Company determines the achievement of the financial performance objective, December 31, 2027 and December 31, 2028. The closing market price of the Company’s Common Stock on December 31, 2025 was $50.95. |
Outstanding Equity Awards at fiscal year-end 2025
| (5) Represents PRSUs granted on December 31, 2025 with a Relative TSR Performance Objective. The PRSUs will performance vest on December 31, 2028. The closing market price of the Company’s Common Stock on December 31, 2025 was $50.95. |
Potential Payments Upon Termination or Change-OF-Control
Potential Payments Upon Termination or Change-OF-Control
Estimated Termination or Change-of-Control Benefits at Year-End 2025
Estimated Termination or Change-of-Control Benefits at Year-End 2025 The following table summarizes the estimated value of payments to each of the named executive officers assuming different termination events occurred as of December 31, 2025.
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| Name | Cash Compensation ($) | Stock-based Compensation ($) | Welfare Benefits ($) | Aggregate Payments ($) | | Jack S. Abuhoff | | | | | | Termination for cause | — | — | 63,606 | 63,606 | | Termination without cause (1) | 3,691,649 | 12,661,458 | 173,507 | 16,526,614 | | Change-of-Control (2) | 5,537,474 | 12,661,458 | 228,458 | 18,427,390 | | Death | 1,301,137 | — | 63,606 | 1,364,743 | | Disability | 1,437,309 | — | 63,606 | 1,500,915 | | Marissa B. Espineli | | | | | | Termination for cause | — | — | 22,292 | 22,292 | | Termination without cause (1) | — | — | 22,292 | 22,292 | | Death | — | — | 22,292 | 22,292 | | Disability | — | — | 22,292 | 22,292 | | Ashok Mishra | | | | | | Termination for cause | — | — | 15,385 | 15,385 | | Termination without cause (1) | 435,750 | — | 15,385 | 451,135 | | Death | — | — | 15,385 | 15,385 | | Disability | 108,937 | — | 15,385 | 124,322 | | Rahul Singhal | | | | | | Termination for cause | — | — | 33,923 | 33,923 | | Termination without cause (1) | 435,750 | 6,861,361 | 83,069 | 7,380,180 | | Change-of-Control (3) | 435,750 | 6,861,361 | 83,069 | 7,380,180 | | Death | — | — | 83,069 | 83,069 | | Disability | — | — | 83,069 | 83,069 |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| (1) Includes resignation by the executive with good reason. |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| (2) Assumes the Company’s termination of the executive’s employment coincident with or following a change-of-control (as described below). |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| (3) Assumes the Company’s termination of the executive’s employment coincident with or within twelve months following a change-of-control (as described below). |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
Payments on Change-of-Control Jack S. Abuhoff Pursuant to Mr. Abuhoff’s employment agreement, a change-of-control shall be deemed to have occurred as of the earliest of any of the following events:
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | The closing of a transaction by the Company or any person (other than the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company) (a “Person”), together with all “affiliates” and “associates” (within the meanings of such terms under Rule 12b-2 of the Exchange Act) of such Person, shall be the beneficial owner of thirty percent (30%) or more of the Company’s then-outstanding voting stock (“Beneficial Ownership”); |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | A change in the constituency of the Board such that, during any period of thirty-six (36) consecutive months, at least a majority of the entire Board shall not consist of Incumbent Directors. For purposes of this Paragraph 5(c)(ii), “Incumbent Directors” shall mean individuals who at the beginning of such thirty-six (36) month period constitute the Board, unless the election or nomination for election by the shareholders of the Company of each such new director was approved by a vote of a majority of the Incumbent Directors; |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | The closing of a transaction involving the merger, consolidation, share exchange or similar transaction between the Company and any other corporation other than a transaction which results in the Company’s voting stock immediately prior to the consummation of such transaction continuing to represent (either by remaining outstanding or by being converted into voting stock of the surviving entity) at least two-thirds (2/3rds) of the combined voting power of the Company’s or such surviving entity’s outstanding voting stock immediately after such transaction; |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | The closing of a transaction involving the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets; or |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | A plan of liquidation or dissolution of the Company goes into effect. |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
Upon the Company’s termination of Mr. Abuhoff’s employment coincident or following a change-of-control, Mr. Abuhoff will receive:
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | 300% of his base salary to be paid in a lump sum payout within 30 days of the date of his termination; |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | 300% of the greater of his most recently declared bonus (as defined) or the average of his three most recently declared bonuses to be paid in a lump sum payout within 30 days of the date of his termination; |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | Continuation of his (and as applicable, his dependents’) medical and dental insurance until the earlier of the end of the maximum applicable COBRA coverage period or for the 36-month period immediately following Mr. Abuhoff’s termination (and if the COBRA period is shorter than the applicable 36-month period, pay Mr. Abuhoff an amount equal to the monthly cost charged by the Company for COBRA coverage during the period beginning upon the expiration of the maximum COBRA coverage period and the end of the 36-month continuation period); |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | Continuation of his life and long-term disability insurance for the 36-month period immediately following Mr. Abuhoff’s termination; |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | The removal of any vesting, transfer, lock-up, performance or other restrictions or requirements on his stock options and other equity-based and non-equity-based awards and incentives; and |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | Payment of up to six weeks’ accrued but unused vacation. |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
Upon the occurrence of a change-of-control without a termination of Mr. Abuhoff’s employment, Mr. Abuhoff will receive:
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | The removal of any vesting, transfer, lock-up, performance or other restrictions or requirements on his stock options and other equity-based and non-equity-based awards and incentives. |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
Rahul Singhal Pursuant to Mr. Singhal’s Employment Letter with the Company that was in effect as of December 31, 2025, a change-of-control shall be deemed to have occurred as of the earliest of any of the following events:
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | The beneficial ownership (as defined in Rule l 3d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of securities representing more than 50% of the combined voting power of the Company is acquired by any "person" as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company); |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | The merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule l 3d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation; or |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | The sale or other disposition of all or substantially all of the Company's assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition. |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
Upon the Company’s termination of Mr. Singhal’s employment coincident with or within twelve-months following a change-of-control, Mr. Singhal will receive:
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | 12-months of his base salary to be paid in pro-rata equal installments in accordance with the Company’s regular payroll; |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | Any earned bonus, defined as any payment under an applicable incentive plan in respect of which all conditions and contingencies under such plan have been met as the date of termination of his most recently declared bonus (as defined) or the average of his three most recently declared bonuses to be paid in a lump sum payout within 30 days of the date of his termination; |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | Reimbursement for his out-of-pocket costs of COBRA for a 12-month period; |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | The removal of any vesting, transfer, lock-up, performance or other restrictions or requirements on his stock options and other equity-based and non-equity-based awards and incentives; and |
Estimated Termination or Change-of-Control Benefits at Year-End 2025
Upon the occurrence of a change-of-control without a termination of Mr. Singhal’s employment, Mr. Singhal will receive:
Estimated Termination or Change-of-Control Benefits at Year-End 2025
| ● | The removal of any vesting, transfer, lock-up, performance or other restrictions or requirements on his stock options and other equity-based and non-equity-based awards and incentives. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table provides information regarding fiscal years ended December 31, 2025, 2024, 2023 and 2022 in satisfaction of Item 402(v) of Regulation S‑K.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2); (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2); (5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | Net Income (Loss) ($) | | 2025 | 12,053,670 | 16,148,354 | 4,476,477 | 7,123,669 | 875.43 | 32,181,298 | | 2024 | 6,700,750 | 33,186,894 | 4,389,410 | 11,293,466 | 679.04 | 28,660,007 | | 2023 | 958,698 | 6,633,775 | 515,000 | 2,109,996 | 139.86 | (908,512) | | 2022 | 3,628,930 | 2,080,789 | 1,205,981 | 801,723 | 51.03 | (11,934,107) |
PAY VERSUS PERFORMANCE
| (1) The amounts in this column reflect the amounts reported in the “Total” column of the Summary Compensation Table for Mr. Abuhoff, the Company’s Chairman and Chief Executive Officer. |
PAY VERSUS PERFORMANCE
| (2) “Compensation Actually Paid” as set forth in this column is calculated in accordance with the Rules set forth under Item 402(v) of Regulation S-K and does not reflect the actual amounts earned or that may be earned by the applicable NEO. |
PAY VERSUS PERFORMANCE
| (3) The amounts deducted or added in calculating the equity award adjustments required under Item 402(v) are set forth in the following table. For the periods covered, no individual awards were granted and vested in the same year, no dividends or other earnings were paid on outstanding and unvested awards, and no equity awards were forfeited in the current year. For the periods covered there were no defined benefit or actuarial pension plan amounts reported in the Summary Compensation Table and as such the table below does not reflect any adjustments for such items. The valuation assumptions used to calculate fair values are consistent with those used in our disclosures of fair value as of the grant date. |
PAY VERSUS PERFORMANCE
| | Year | | | | | | 2025 | 2024 | 2023 | 2022 | | Summary Compensation Table Total for PEO ($) | 12,053,670 | 6,700,750 | 958,698 | 3,628,930 | | Exclusion of Current Year Stock Awards and Option Awards at Grant Date Fair Value ($) | (10,199,986) | (5,173,400) | — | (2,820,112) | | Add Year-End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested at Year End ($) | 10,199,986 | 4,722,400 | — | 1,573,700 | | Changes in Fair Value of Awards Granted in Prior Years from Prior Year End to Current Year End of Outstanding and Unvested Awards ($) | 976,615 | 26,737,775 | 4,363,758 | (445,030) | | Changes in Fair Value from End of Prior Year to Vesting Date of Unvested Equity Awards that Vested in Current Year ($) | 3,118,069 | 199,369 | 1,311,319 | 143,301 | | Total Equity Award Adjustments ($) (subtotal) | 4,094,684 | 26,486,144 | 5,675,077 | (1,548,141) | | Compensation Actually Paid to PEO ($) | 16,148,354 | 33,186,894 | 6,633,775 | 2,080,789 |
PAY VERSUS PERFORMANCE
| (4) The amounts in this column reflect the amounts reported in the “Total” column of the Summary Compensation Table for the Company’s NEOs, excluding Mr. Abuhoff. The NEOs included for purposes of computing the amounts in this column include Ms. Espineli and Messrs. Mishra and Singhal for calendar year 2025, and Ms. Espineli and Mr. Mishra for calendar years 2024, 2023 and 2022. |
PAY VERSUS PERFORMANCE
| (5) The amounts deducted or added in calculating the equity award adjustments required under Item 402(v) are set forth in the following table. For the periods covered, no individual awards were granted and vested in the same year, no dividends or other earnings were paid on outstanding and unvested awards, and no equity awards were forfeited in the current year. For the periods covered there were no defined benefit or actuarial pension plan amounts reported in the Summary Compensation Table and as such the table below does not reflect any adjustments for such items. The valuation assumptions used to calculate fair values are consistent with those used in our disclosures of fair value as of the grant date. |
PAY VERSUS PERFORMANCE
| | Year | | | | | | 2025 | 2024 | 2023 | 2022 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 4,476,477 | 4,389,410 | 515,000 | 1,205,981 | | Exclusion of Current Year Stock Awards and Option Awards at Grant Date Fair Value ($) | (3,377,340) | (3,362,710) | — | (765,326) | | Add Year-End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested at Year End ($) | 3,377,340 | 3,069,560 | — | 443,193 | | Changes in Fair Value of Awards Granted in Prior Years from Prior Year End to Current Year End of Outstanding and Unvested Awards ($) | 748,738 | 6,969,110 | 1,216,321 | (103,239) | | Changes in Fair Value from End of Prior Year to Vesting Date of Unvested Equity Awards that Vested in Current Year ($) | 1,898,454 | 228,096 | 378,675 | 21,114 | | Total Equity Award Adjustments ($) (subtotal) | 2,647,192 | 6,904,056 | 1,594,996 | (404,258) | | Average Compensation Actually Paid to Non-PEO NEOs ($) | 7,123,669 | 11,293,466 | 2,109,996 | 801,723 |
PAY VERSUS PERFORMANCE
Pay Versus Performance Graphic Description. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between (i) compensation actually paid to the PEO and the NEOs other than the PEO, and total shareholder return (“TSR”); and (ii) compensation actually paid to the PEO and the NEOs other than the PEO, and net income (loss).
DIRECTOR COMPENSATION FOR 2025
DIRECTOR COMPENSATION FOR 2025
Summary Director Compensation Table
Summary Director Compensation Table The following table sets forth information regarding compensation paid to non-executive directors during the fiscal year ended December 31, 2025 for service as a director.
Summary Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Daniel H. (Don) Callahan (1) | 11,667 | 104,512(3) | 116,179 | | Richard D. Clarke (1) | 11,667 | 104,512(3) | 116,179 | | Louise C. Forlenza | 75,000 | 179,959(4) | 254,959 | | Stewart R. Massey | 75,000 | 179,959(4) | 254,959 | | Nauman (Nick) Toor (2) | 87,083 | 179,959(4) | 267,042 | | Total | 260,417 | 748,901 | 1,009,318 |
Summary Director Compensation Table
| (1) Mr. Callahan and General (Retired) Clarke were elected to serve as directors of the Company effective as of November 6, 2025. |
Summary Director Compensation Table
| (2) Mr. Toor resigned as a director of the Company effective as of November 6, 2025. |
Summary Director Compensation Table
| (3) Represents the grant date fair value of 1,673 RSUs granted on November 11, 2025. The RSUs vest 100% on the earlier to occur of (i) one year from the date of grant, and (ii) the date of the Company’s 2026 annual meeting of stockholders, and will be settled into shares of Innodata’s Common Stock upon vesting date of grant. |
Summary Director Compensation Table
| (4) Represents the grant date fair value of 3,943 RSUs units granted on June 5, 2025. The RSUs vest 100% on the earlier to occur of (i) one year from the date of grant, and (ii) the date of the Company’s 2026 annual meeting of stockholders, and will be settled into shares of Innodata’s Common Stock upon vesting. |
Narrative Disclosure to Director Compensation Table
Narrative Disclosure to Director Compensation Table In 2025, each non-employee director, other than the non-employee Chairman of the Board of Directors, was compensated at the rate of $75,000 per annum, payable in twelve equal monthly installments, plus out-of-pocket expenses for each Board of Directors meeting they attended, and the non-employee Chairman of the Board of Directors was compensated at the rate of $95,000 per annum, payable in twelve equal monthly installments, plus out-of-pocket expenses for each Board of Directors meeting he attended. Directors do not receive any compensation for serving as a chairperson or member of a committee of the Board of Directors. Employees who are directors receive no compensation for serving on the Board of Directors. On June 5, 2025 each of Ms. Forlenza and Messrs. Massey and Toor were granted 3,943 RSUs. The RSUs vest 100% on the earlier to occur of (i) one year from date of grant, and (ii) the date of the Company’s 2026 annual meeting of stockholders, and will be settled into shares of Innodata’s Common Stock upon vesting. On November 11, 2025 each of Mr. Callahan and General (Retired) Clarke were granted 1,673 RSUs. The RSUs vest 100% on the earlier to occur of (i) one year from date of grant, and (ii) the date of the Company’s 2026 annual meeting of stockholders, and will be settled into shares of Innodata’s Common Stock upon vesting. The grant date fair value of the RSUs granted to each director was based on the updated guidance regarding independent director compensation provided by Frederick W. Cook, independent compensation consultants, to the Leadership and Compensation Committee in February 2025.