DEF 14A of Genpact LTD, Mar 20, 2024

DEF 14A of Genpact LTD

Filed Mar 20, 2024 · FY20230001140361-24-014255

Open on EDGAR

  1. Heather D. White

    | 2023 Pension benefits | 58 | | Nonqualified deferred compensation plan | 59 | | Potential payments upon termination or change of control | 60 | | Termination and change of control potential payments and benefits table | 61 | | CEO pay ratio | 63 | | Pay versus performance | 64 | | Securities authorized for issuance under equity compensation plans | 67 | | Compensation committee interlocks and insider participation | 67 | | Compensation committee report | 67 | | Proposal 2 Non-binding vote on executive compensation | 68 | | Audit matters | 69 | | Report of the audit committee | 69 | | Proposal 3 Approval of appointment of independent registered public accounting firm | 70 | | Independent registered public accounting firm fees and other matters | 70 | | Important information about the annual general meeting and voting | 71 | | What is the purpose of the annual meeting? | 71 | | Who can vote? | 71 | | How many votes do I have? | 71 | | Is my vote important? | 71 | | How do I vote? | 72 | | Why did I receive a notice regarding the availability of proxy materials instead of printed copies of these materials in the mail? | 72 | | Can I change my vote after I have mailed my proxy card or after I have submitted my proxy to vote my shares online or by telephone? | 72 | | Can I vote if my shares are held in “street name?” | 73 | | What is a broker non-vote? | 73 | | What constitutes a quorum? | 73 | | What vote is required for each item? | 73 | | How will votes be counted? | 73 | | Who will count the votes? | 74 | | How does the board of directors recommend that I vote on the proposals? | 74 | | Will any other business be conducted at the meeting or will other matters be voted on? | 74 | | Where can I find the voting results? | 74 |

  2. Director nominees

    Director nominees

  3. Director nominees

    | Name | Age | Committees | Director since | | Balkrishan “BK” Kalra | 54 | | 2024 | | James Madden, Chair | 62 | | 2005 | | Ajay Agrawal | 54 | | 2019 | | Laura Conigliaro | 78 | | 2013 | | Tamara Franklin | 57 | | 2021 | | Carol Lindstrom | 70 | | 2016 | | CeCelia Morken | 66 | | 2016 | | Brian Stevens | 60 | | 2020 | | N.V. "Tiger" Tyagarajan | 62 | | 2011 | | Mark Verdi | 57 | | 2012 |

  4. Director nominees

    | | Audit Committee | | Compensation Committee | | Nominating & Governance Committee | C | Chair |

  5. Diversity of the director nominees

    Diversity of the director nominees

  6. Diversity of the director nominees

    | 2 | 2024 Proxy Statement |

  7. Qualifications and experience of our director nominees

    Qualifications and experience of our director nominees The table below summarizes some of the experience, qualifications, attributes and skills each of our director nominees brings to the board. This summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board. Additional information on each director nominee is set forth in the biographies included in the section titled “Director profiles” below.

  8. Qualifications and experience of our director nominees

    | | SKILLS | | | | | DIVERSITY | | | Director nominee | Senior leadership experience | Public company board experience | Finance, accounting and risk mgmt. | Innovation and technology | Investment expertise | Race/Ethnic diversity | Gender | | A. Agrawal | | | | ⯀ | ⯀ | ⯀ | M | | L. Conigliaro | ⯀ | ⯀ | ⯀ | | ⯀ | | F | | T. Franklin | ⯀ | ⯀ | ⯀ | ⯀ | ⯀ | ⯀ | F | | B. Kalra | ⯀ | | ⯀ | ⯀ | ⯀ | ⯀ | M | | C. Lindstrom | ⯀ | ⯀ | ⯀ | ⯀ | ⯀ | | F | | J. Madden | ⯀ | ⯀ | ⯀ | ⯀ | ⯀ | | M | | C. Morken | ⯀ | ⯀ | ⯀ | ⯀ | ⯀ | | F | | B. Stevens | ⯀ | ⯀ | ⯀ | ⯀ | ⯀ | | M | | N. Tyagarajan | ⯀ | ⯀ | ⯀ | ⯀ | ⯀ | ⯀ | M | | M. Verdi | ⯀ | ⯀ | ⯀ | | ⯀ | | M | | TOTAL | 9 | 8 | 9 | 8 | 10 | 4 | 4F/6M |

  9. Director nominees

    Director nominees Our board of directors currently consists of eleven members. The nominating and governance committee of the board of directors has recommended to the board of directors, and the board of directors has nominated, the ten persons whose biographies appear below for election as directors with terms expiring at the 2025 annual meeting. Unless a contrary direction is indicated, it is intended that proxies received will be voted for the election as directors of the ten nominees, each to serve for a one-year term until their successors are elected or the incumbent resigns. Each of the nominees has consented to being named in this proxy statement and to serve as a director if elected. In the event any nominee for director declines or is unable to serve, there will be a vacancy created on the board of directors, which the board of directors may fill on the recommendation of the nominating and governance committee. Our current director and audit committee member, Stacey Cartwright, will not stand for re-election at the annual meeting, at which time the size of our board of directors will be reduced from eleven to ten members. Set forth below is certain biographical information as of the date of this proxy statement about each nominee for election to our board of directors, including information each nominee has given us about his or her age, principal occupation and business experience for at least the past five years, and the names of other publicly held companies of which he or she has served as a director. The information presented reflects the specific experience, qualifications, attributes and skills that led the board to conclude that each of these individuals is well-suited to serve on our board. Information about the number of common shares beneficially owned by each current director appears above under the heading “Security ownership of certain beneficial owners and management.”

  10. Director nominees

    | 20 | 2024 Proxy Statement |

  11. Director profiles

    Director profiles

  12. Director profiles

    | Balkrishan “BK” Kalra Director Since: 2024 Age: 54 | Professional experience • President and Chief Executive Officer, Genpact (February 2024 to present) • Senior Vice President and Global Business Leader, Consumer and Healthcare (2008 to February 2024) and Financial Services (2020 to February 2024), Genpact Qualifications for board service • Extensive knowledge of our industry and business and service as our Chief Executive Officer. |

  13. Director profiles

    | James Madden, Chair Director Since: 2005 Age: 62 Independent Committees: Nominating and Governance, Compensation | Professional experience • Co-founder and Co-CEO, Carrick Capital Partners, LLC (2012 to present) • Founder, Managing Partner, Madden Capital Partners (2005-2012) • Partner, Accretive LLC (2007-2011) • Special Advisor, General Atlantic LLC (2005-2007) • Chair and CEO, Exult, Inc. (1998-2005) Past public company boards • ServiceSource International, Inc. • Accolade, Inc. Qualifications for board service • Extensive knowledge of our industry and experience serving on the boards of other public companies. |

  14. Director profiles

    | 21 | 2024 Proxy Statement |

  15. Director profiles

    | Ajay Agrawal Director Since: 2019 Age: 54 Independent Committees: Nominating and Governance | Professional experience • Professor of Strategic Management, Rotman School of Management, University of Toronto (2003 to present) • Founder and Academic Director, Creative Destruction Lab, Rotman School of Management (2012 to present) • Founder, Brainmaven Corp. (October 2018 to present) • Assistant Professor, Queens University (prior to 2003) Qualifications for board service • Extensive knowledge of and expertise in new technologies, including artificial intelligence, relevant to our strategic business plan. |

  16. Director profiles

    | Laura Conigliaro Director Since: 2013 Age: 78 Independent Committees: Audit, Nominating and Governance (Chair) | Professional experience • Partner, Co-director, America’s Equity Research Unit; Technology equity research business unit leader; Analyst, hardware systems sector, Goldman Sachs (1996-2011) • Analyst, Prudential Securities (1979-1996) Past public company boards • Infoblox Inc. • Arista Networks • Dell Inc. Qualifications for board service • Extensive knowledge of the financial services and technology industries and experience serving on the boards of other public companies. |

  17. Director profiles

    | 22 | 2024 Proxy Statement |

  18. Director profiles

    | Tamara Franklin Director Since: 2021 Age: 57 Independent Committees: Audit, Compensation | Professional experience • Chief Digital, Data & Analytics Officer, Marsh LLC (2020 to 2023) • Chief Digital Officer/Vice President, Media & Entertainment, North America, IBM (2017-2020) • Executive Vice President, Digital, Scripps Networks Interactive (2009-2016) Current public company boards • Kenvue Inc. Qualifications for board service • Extensive experience at large companies driving digital transformation initiatives across technology, data and analytics and service on another public company board. |

  19. Director profiles

    | Carol Lindstrom Director Since: 2016 Age: 70 Independent Committees: Compensation (Chair), Nominating and Governance | Professional experience • Vice Chairman, Deloitte LLP; President, Deloitte Foundation; Director, Deloitte & Touche LLP Board (1995-2016) • Partner, Andersen Consulting Current public company boards • ASGN Incorporated • Exponent, Inc. Past public company boards • Energous Corporation Qualifications for board service • Extensive experience in the fields of technology and consulting and service on other public company boards. |

  20. Director profiles

    | 23 | 2024 Proxy Statement |

  21. Director profiles

    | CeCelia Morken Director Since: 2016 Age: 66 Independent Committees: Audit, Compensation | Professional experience • President, Headspace Health and Former Chief Executive Officer, Headspace Inc. (January 2021 to December 2021); President and COO, Headspace Inc. (April 2020 to December 2020) • Executive Vice President and General Manager, Strategic Partner Group, Intuit Inc. (2013 to 2020); General Manager, Intuit Financial Services Division, Intuit Inc. (2002-2013) • Senior Vice President, WebTone Technologies (1999-2002) • Senior Vice President, retail lending, Fortis Investments (1998-1999) • Senior Vice President; various positions, John H. Hartland Co. (1983-1998) Current public company boards • Alteryx, Inc. • Wells Fargo & Company Qualifications for board service • Experience in finance and accounting, sales and marketing, new digital technologies and employee health, welfare and engagement as well as service on other public company boards. |

  22. Director profiles

    | Brian Stevens Director Since: 2020 Age: 60 Independent Committees: Audit | Professional experience • Executive Chairman, Neural Magic (2019 to present) • Vice President and Chief Technology Officer, Google Cloud (2014-2019) • Chief Technology Officer and Executive Vice President of Worldwide Engineering, Red Hat, Inc. (2001-2014) Current public company boards • Nutanix, Inc. Qualifications for board service • Experience as a chief technology officer and expertise in software engineering, cloud, open source, virtualization and machine learning, and service on another public company board. |

  23. Director profiles

    | 24 | 2024 Proxy Statement |

  24. Director profiles

    | N.V. “Tiger” Tyagarajan Director Since: 2011 Age: 62 | Professional experience • Former President and Chief Executive Officer, Genpact (2011 to February 2024) • Chief Operating Officer, Genpact (2009-2011) • Executive Vice President, Sales, Marketing, and Business Development, Genpact (2005-2009) Current public company boards • Jabil Inc. Qualifications for board service • Extensive knowledge of our industry and business, prior service as our Chief Executive Officer and service on another public company board. |

  25. Director profiles

    | Mark Verdi Director Since: 2012 Age: 57 Independent Committees: Audit (Chair) | Professional experience • Partner, AVALT Holdings (2015 to present) • President, C&S Wholesale Grocers, Inc. (2014-2015) • Managing Director, Bain Capital (2004-2014) • Head of financial services business transformation outsourcing group, IBM Global Services (prior to 2004) Past public company boards • Burlington Stores, Inc. • Trinseo S.A. Qualifications for board service • Extensive experience in our industry and in finance and accounting, and experience serving on the boards of other public companies. |

  26. Director profiles

    There are no family relationships among any of the directors and executive officers of Genpact. No arrangements or understandings exist between any director or any person nominated for election as a director and any other person pursuant to which such person is to be selected as a director or nominee for election as a director.

  27. Director profiles

    | 25 | 2024 Proxy Statement |

  28. Director profiles

    Director compensation The compensation committee, which is comprised solely of independent directors, reviews and approves the compensation arrangements for our directors. The committee reviews director compensation at least every other year. Our 2023 director compensation structure was unchanged from 2022 and reflects changes approved by the compensation committee in late 2021 based on the results of an independent analysis on director compensation prepared by FW Cook, an independent, external compensation consulting firm. As part of this analysis, FW Cook reviewed non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the compensation committee in connection with its review of CEO compensation. Our compensation committee believes that our director compensation structure, which emphasizes equity over cash, aligns our directors with our shareholders’ interests by rewarding directors for long-term shareholder value creation, and it also mirrors the emphasis in our executive compensation program on weighting equity more heavily than cash in setting total compensation targets.

  29. Elements of 2023 director compensation

    Elements of 2023 director compensation Under our 2023 director compensation program, our non-employee directors received an annual retainer with a total value of $270,000, divided between cash and equity — in the form of an RSU grant — as depicted below.

  30. Elements of 2023 director compensation

    | (1) Under our director compensation program, on the date of the 2023 annual general meeting of shareholders, our non-employee directors received a grant of RSUs with a value of $200,000 based on the closing price of the Company’s common shares on the date of grant. Such RSUs vested on December 31, 2023 and the underlying shares will be issued at the end of 2024. |

  31. Elements of 2023 director compensation

    In addition to an annual cash retainer and RSU grant, our non-employee directors receive the additional compensation described below, as applicable. All cash retainers are paid in quarterly installments based on each director’s service on the board or a committee during such quarter.

  32. Elements of 2023 director compensation

    | Board Chair Retainer (annual) | $65,000 | | Board Chair RSU Grant (annual)(1) | $120,000 in value of RSUs | | Committee Chair Retainer (annual) | $47,500 for the Audit Committee Chair $32,500 for the Compensation Committee Chair $32,500 for the Nominating and Governance Committee Chair | | Committee Membership Retainer (annual) | $22,500 for the Audit Committee $17,500 for the Compensation Committee $17,500 for the Nominating and Governance Committee |

  33. Elements of 2023 director compensation

    | (1) For his service as Chair of the board of directors, in addition to the annual grant of RSUs to all non-employee directors, Mr. Madden received, on the date of the 2023 annual general meeting of shareholders, a grant of RSUs with a value of $120,000 based on the closing price of the Company’s common shares on the date of grant. Such RSUs vest on the last day of the calendar year of grant and the underlying vested shares are issued at the end of the subsequent year. |

  34. Elements of 2023 director compensation

    | 26 | 2024 Proxy Statement |

  35. Governance features

    | ⯀ | Limit on Director Compensation. The total annual limit on aggregate maximum compensation per non-employee director is $750,000. |

  36. Governance features

    | Director | Fees earned or paid in cash | Stock awards(1) | All other compensation | Total | | A. AGRAWAL | $87,500 | $199,983 | — | $287,483 | | S. CARTWRIGHT | $92,500 | $199,983 | — | $292,483 | | L. CONIGLIARO | $125,000 | $199,983 | — | $324,983 | | T. FRANKLIN | $110,000 | $199,983 | — | $309,983 | | C. LINDSTROM | $120,000 | $199,983 | — | $319,983 | | J. MADDEN | $170,000 | $319,948 | — | $489,948 | | C. MORKEN | $110,000 | $199,983 | — | $309,983 | | B. STEVENS | $92,500 | $199,983 | — | $292,483 | | M. VERDI | $117,500 | $199,983 | — | $317,483 |

  37. Compensation objectives

    Our compensation committee considers risk when developing our compensation program and believes that the design of our current compensation program does not encourage excessive or inappropriate risk taking. For example, we believe that our annual cash bonus plan, which is based on a number of different performance measures together with a meaningful cap on the potential payout, deters executives from focusing exclusively on the specific financial metrics that might encourage excessive short-term risk taking. For 2023, our named executive officers were also granted performance share unit (“PSU”) awards tied to the attainment of multiple performance goals over a three-year period (with a maximum payout of 240% of target) and restricted share unit (“RSU”) awards that vest ratably in equal one-third installments over a three-year period. We believe that these awards do not encourage unnecessary or excessive risk taking since the ultimate value of the awards is tied to the Company’s share price. Additionally, these awards are subject to long-term vesting schedules, which help ensure that executives have significant value tied to long-term share price performance. See the sections titled “2023 Restricted share unit awards” and “2023 Performance share unit awards” for additional information. In addition, we have implemented several policies that mitigate excessive risk-taking, including a clawback of compensation in the event of certain accounting restatements, share ownership guidelines and a prohibition on hedging or pledging our shares.

  38. Executive compensation practices

    | | Align our executive pay with performance | | | Maintain a compensation clawback policy covering equity and cash incentive compensation of Section 16 officers in the event of an accounting restatement | | | Make payouts under our annual cash bonus plan only if threshold Company performance is met | | | Set challenging performance objectives for our PSU awards and annual cash bonus | | | Maintain a meaningful equity ownership policy for the CEO (6x base salary) and other NEOs (1x base salary) | | | Regularly review the relationship between NEO compensation and Company performance | | | Include caps on individual payouts in short- and long-term incentive plans | | | Maintain an independent compensation committee | | | Hold an annual “say-on-pay” advisory vote | | | Prohibit hedging and pledging of Company common shares | | | Retain an independent compensation consultant | | | Place a substantial majority of executive pay at risk | | | Regularly evaluate our share utilization and the dilutive impact of equity awards | | | Mitigate the potentially dilutive effect of equity awards through our share repurchase program | | | Include restrictive covenants in equity award agreements, with a “clawback” of equity in certain circumstances | | | Maintain a three-year cliff service vesting schedule for annual PSU awards | | | Offer contracts with multi-year guaranteed salary or bonus increases | | | Provide guaranteed retirement benefits or contribute to non-qualified deferred compensation plans | | | Provide tax gross-ups (except with respect to the reimbursement of relocation expenses) | | | Provide excessive perquisites | | | Grant equity awards with “single-trigger” change of control provisions | | | Pay dividends or dividend equivalents on unvested equity awards | | | Reprice or exchange underwater options without shareholder approval | | | Maintain special retirement plans exclusively for executive officers | | | Time the release of material non-public information to affect the value of executive compensation | | | Allow short sales or purchases of equity derivatives of our common shares by officers or directors |

  39. Pay for performance philosophy

    Pay for performance philosophy The core objective of our executive officer compensation program is to align pay and performance. We believe that as an employee’s level of responsibility increases, so should the proportion of total compensation opportunity that is structured in the form of long-term incentive opportunities. The compensation of our named executive officers for 2023 reflects both our 2023 performance and our commitment to providing executive compensation opportunities that are linked to Company performance, including progress on long-term strategic goals and shareholder value creation. The material components of our compensation are (i) a fixed base salary and (ii) variable compensation comprised of (A) short-term incentive compensation under our performance-based annual cash bonus program and (B) long-term incentive compensation in the form of equity awards, which have historically been granted as annual PSU awards along with periodic option awards. For our 2023 compensation program, after considering shareholder feedback and advice received from FW Cook, an independent compensation consulting firm, our compensation committee decided to discontinue periodic option awards and instead introduce annual RSU grants into our annual long-term incentive compensation program. The compensation committee also redesigned our annual PSU grants to switch from a one-year to a three-year performance period, add a relative total shareholder return (“TSR”) modifier that adjusts the outcome at the end of the performance period based on our performance against the companies in the S&P 400 (Midcap) Index, and make the awards subject to an absolute TSR governor to limit any positive impact of the TSR modifier if our overall TSR is negative over the performance period. The compensation committee believes that these changes strongly align our NEOs’ interests with those of our shareholders and create an appropriate balance between performance- and time-based awards, discourage excessive risk taking and support retention. The charts below reflect the target mix of compensation components for our NEOs during fiscal year 2023, which reflects our pay-for-performance philosophy. In 2023, approximately 78% of our CEO’s total target compensation of $10,200,000 was in the form of long-term incentive compensation and approximately 63% (on average) of the total target compensation of our other named executive officers was in the form of long-term incentive compensation. In the charts below, performance-based compensation includes short-term incentives in the form of our annual cash bonus plan and long-term incentives in the form of PSU awards.

  40. 2023 Shareholder feedback and responsiveness

    | Compensation practices | Our response/actions we took | | Use of time-based options in long-term incentive compensation | Historically, our compensation committee has periodically granted options to our NEOs. Several of our shareholders suggested that we consider eliminating time-based option grants, particularly multi-year option grants, from our long-term incentive compensation. The compensation committee considered the feedback received from shareholders and determined that, as reflected in our 2023 NEO compensation, we will grant RSUs annually in lieu of periodic option grants. | | Inclusion of a TSR or relative TSR metric in performance compensation program | Several of our shareholders suggested that we consider including a TSR or relative TSR metric in our performance-based compensation. Following discussions with shareholders and with input from FW Cook, an independent compensation consulting firm, our compensation committee evaluated several design alternatives for our PSU awards that incorporated a TSR or relative TSR performance metric and decided to include a relative TSR modifier in the 2023 PSU awards. See “Equity-based compensation—2023 Performance share unit awards” below for additional information. | | One-year performance period for PSU awards | Several of our shareholders suggested that we consider increasing the length of the performance period for our PSU awards. After consideration, our compensation committee determined that, as reflected in our 2023 NEO compensation, our annual PSU awards will now use a three-year performance period. See “Equity-based compensation—2023 Performance share unit awards” below for additional information. |

  41. Our process

    Our process Our compensation committee is responsible for reviewing the performance and potential of each of our executive officers, including our named executive officers, approving the compensation level of each of our executive officers, establishing criteria for granting equity awards to our executive officers and other employees, and approving such grants. The compensation committee typically reviews each component of compensation every 12 months with the goal of allocating compensation between cash and non-cash compensation and between short- and long-term compensation, and combining the compensation elements for each executive in a manner we believe best fulfills the objectives of our compensation program. The compensation committee has not adopted a policy for the allocation of compensation between cash and non-cash components or between short-term and long-term components, nor has the compensation committee adopted a pre-established ratio between the CEO’s compensation and that of the other named executive officers. Rather, the compensation committee, which includes experienced directors who have served as members of the boards and compensation committees of other public companies, works closely with our CEO, discussing with him the Company’s overall performance, the CEO’s own performance and his evaluation of and compensation recommendations for the other named executive officers. See the section titled “2023 target pay mix and pay positioning” below for further details. The compensation committee then utilizes its judgment and experience in making all compensation determinations. The compensation committee’s determination of compensation levels is based upon what the members of the committee deem appropriate, considering information such as the factors listed above, as well as input from our CEO, shareholder feedback, publicly available information on compensation practices in our industry, and information and advice provided by independent compensation consultants. Base salaries and target annual bonuses for 2023 were reviewed at the end of 2022 and adjustments were approved by the compensation committee for our named executive officers in early 2023. Base salary and target bonus increases for 2023 were made effective January 1, 2023.

  42. Our process

    The performance goals for our 2023 annual bonus plan and the 2023 performance share unit awards were approved by the compensation committee in early 2023 based on expected financial performance for the full year 2023 and multi-year goals and reflected the Company’s strategic and operational short- and long-term priorities, including in the case of the PSU awards the Company’s multi-year goals for revenue and adjusted diluted earnings per share growth. The compensation committee determined at that time that the targets under our 2023 incentive compensation plans were challenging to achieve but attainable without taking excessive risk, and the targets were consistent with the financial outlook we disclosed at the beginning of 2023.

  43. Role of CEO in compensation decisions

    Role of CEO in compensation decisions In late 2022, the CEO provided the compensation committee recommendations on adjustments to the base salaries and target bonuses of the other named executive officers for 2023 as well as grants of long-term incentive awards. After the end of the 2023 fiscal year, the compensation committee and the CEO discussed our business performance, his performance and his evaluation of the level of achievement of the individual objectives set forth in the 2023 bonus scorecards of the other named executive officers. The compensation committee took into consideration the CEO’s recommendations but made the final decisions on compensation as it deemed appropriate. The compensation committee, without the CEO present, determined the CEO’s 2023 compensation.

  44. Role of consultants and advisors in compensation decisions

    Role of consultants and advisors in compensation decisions The compensation committee has the authority to retain and terminate an independent third-party compensation consultant and to obtain independent advice and assistance from internal and external legal, accounting and other advisors. The compensation committee has periodically engaged an independent compensation consultant that meets with the committee and advises on compensation trends and best practices, plan design, and the competitiveness of CEO compensation. With respect to the CEO, the compensation committee reviews a market study of CEO compensation at least once every two years. In late 2022, the compensation committee reviewed materials prepared by FW Cook, an independent compensation consulting firm, setting forth FW Cook’s evaluation and recommendations regarding CEO compensation for 2023 using 2022 proxy data (the “CEO Compensation Report”). FW Cook’s analysis in the CEO Compensation Report was based on two peer groups: (1) the peer group used by Institutional Shareholder Services (“ISS”) in its 2022 proxy analysis and benchmark policy voting recommendation report for the Company and (2) a customized peer group combining both Company competitors and certain of the ISS peer group companies. As of December 31, 2022, our revenues ranked at the 60th percentile and our market capitalization near the median compared to the companies in the first peer group, and our revenues ranked near the median and our market capitalization near the 45th percentile compared to the companies in the second peer group.

  45. Role of consultants and advisors in compensation decisions

    | | Peer group companies for the CEO | | | Akamai Technologies, Inc. | FleetCor Technologies, Inc. | Tata Consultancy Services Limited | | Bread Financial Holdings, Inc. | GoDaddy Inc. | TTEC Holdings, Inc. | | Broadridge Financial Solutions, Inc. | Gartner, Inc. | Unisys Corporation | | Citrix Systems, Inc. | Huron Consulting Group | The Western Union Company | | Cognizant Technology Solutions Corporation | Infosys Limited | WEX Inc. | | Conduent Inc. | Jack Henry & Associates, Inc. | Wipro Limited | | EPAM Systems, Inc. | MAXIMUS, Inc | WNS (Holdings) Limited | | Euronet Worldwide, Inc. | Paychex, Inc. | | | EXLService Holdings, Inc. | SS&C Technologies Holdings, Inc. | |

  46. Role of consultants and advisors in compensation decisions

    In connection with establishing the 2023 compensation for our named executive officers other than the CEO, the compensation committee reviewed, for reference, materials prepared by Aon, a compensation consulting firm, for management in late 2022 showing peer group compensation levels and practices for the peer group set forth below. We do not believe many companies compete directly with us across our select industry verticals and service offerings. In developing a peer group for our named executive officers other than the CEO, Aon included companies with whom we compete for business and/or talent and companies in the broader technology industry and for which sufficient disclosure was available in

  47. Role of consultants and advisors in compensation decisions

    | 34 | 2024 Proxy Statement |

  48. Role of consultants and advisors in compensation decisions

    publicly available proxy statements at the time of the review. In cases where the peer company data on comparable management positions was inadequate or insufficient, Aon also provided target compensation data from its published surveys for positions comparable to those of our executive officers (in terms of scope of responsibility). At the end of 2022, the compensation committee used the market data included in those materials to establish each element of the 2023 compensation for our named executive officers other than the CEO. In comparing our named executive officer compensation with that of the peer and survey group used by Aon, the compensation committee accounted for differences in revenue size and market capitalization between us and the companies in those groups by comparing the compensation of our named executive officers with the compensation paid by the peer and survey group companies to individuals with a similar scope of responsibility but not necessarily the same title. In addition, the compensation committee reviewed data presented by management for additional peers as appropriate by position. While the compensation committee relies on the peer and survey group analysis to provide market data and relevant trend information, it does not consider the analysis as a substitute for its collective business judgment.

  49. Role of consultants and advisors in compensation decisions

    | Peer group companies for named executive officers other than the CEO* | | | | Accenture plc | Cognizant Technology Solutions Corporation | Microsoft Corporation | | Akamai Technologies, Inc. | ExlService Holdings, Inc. | PricewaterhouseCoopers | | Autodesk, Inc | Gartner, Inc. | Red Hat, Inc. | | Capgemini S.A. | HCL Technologies Ltd. | Tata Consultancy Services Limited | | Citrix Systems, Inc. | International Business Machines Corporation | |

  50. Role of consultants and advisors in compensation decisions

    | ∗ | Different subsets of the peer group were used for different named executive officers depending on the officer’s position and geographic location. Differences in revenue size and market capitalization between us and companies in the peer group were accounted for by comparing roles with a similar scope of responsibility. |

  51. 2023 target pay mix and pay positioning

    2023 target pay mix and pay positioning The compensation committee annually reviews the total direct compensation and pay mix for the CEO and each other named executive officer. In determining total compensation opportunities and the pay mix for our executives, the compensation committee considers many factors, including (i) our pay for performance compensation philosophy; (ii) competitive market data to provide a frame of reference for how our peer group companies set compensation opportunities; (iii) the nature and scope of the executive’s role at the Company; (iv) the individual’s performance, contributions to the Company and impact to shareholder value; and (v) the retention value of the compensation. While we do not have any pre-established allocation of the target pay mix, the compensation committee’s overall intent is to emphasize the variable, performance-based components of pay and, accordingly, we allocate a significant percentage of targeted total compensation in the form of PSUs and our annual performance-based bonus plan, payouts under both of which fluctuate with Company performance. Our long-term incentives for 2023 were in the form of PSUs and RSUs.

  52. CEO compensation mix

    CEO compensation mix Our CEO’s compensation is aligned with our performance and our shareholders’ interests. As indicated in the chart on page 32, 91% of our CEO’s target total direct compensation for 2023 was in the form of variable compensation, the ultimate value of which depends on achievement of annual and long-term financial goals or share price performance, or both, and was strongly linked to Company results. Only 9% of our CEO’s 2023 target compensation was in the form of fixed pay. Based on the peer benchmarking information included in the CEO Compensation Report – which showed that for 2022 our CEO’s base salary was close to the 25th percentile and his target bonus was in the range of median compared to both peer groups – the compensation committee made the following decisions regarding the CEO’s target compensation for 2023:

  53. CEO compensation mix

    | ⯀ | His annual target bonus opportunity of $1,300,000 was left unchanged. |

  54. CEO compensation mix

    | ⯀ | He was granted long-term incentive awards with a total target value of $8,000,000, consisting of an RSU award and a PSU award, each with a target value at grant of $4 million, representing an increase of approximately 10% compared to the annualized target value of his 2022 long-term incentive awards of $7.25 million. |

  55. Compensation components

    | ⯀ | Short-term, performance-based incentive compensation, or our annual cash bonus program; and |

  56. Compensation components

    | ⯀ | Long-term, performance- and time-based equity compensation in the form of PSUs and RSUs. |

  57. Base salary

    Base salary Base salary is provided to ensure that we are able to attract and retain high-quality executives. It is intended to provide a fixed level of overall compensation that does not vary annually based on performance or changes in shareholder value. Base salary reflects the experience, knowledge, skills and performance records our named executive officers bring to their positions and the general market conditions in the country in which they are located. In addition, we have entered into employment agreements with our NEOs, each of which specifies a minimum base salary. For a description of our NEOs’ employment agreements, see the section below titled “—Narrative disclosure to summary compensation table and grants of plan-based awards table—Employment agreements with named executive officers” below. Our compensation committee reviews the base salaries of our executives every 12 months. The compensation committee determines changes in base salaries based on various factors, including the importance of the executive’s role in our overall business, the performance and potential of the executive, general Company performance, the market practices in the country where the named executive officer is located, and the executive’s current base salary relative to benchmarking data for the peer group companies. In connection with such review, our CEO provides compensation recommendations for our named executive officers, and the compensation committee considers the CEO’s recommendations in setting the executive officers’ base salaries. The following table sets forth, for each of our named executive officers, such officer’s 2022 and 2023 base salary. Base salary changes became effective on January 1 of each year.

  58. Annual cash bonus

    Annual cash bonus Annual cash bonuses are designed to reward our executives, including our named executive officers, for Company performance and our executives’ individual performance during the most recent year. We believe that the immediacy of these cash bonuses, in contrast to our equity grants, which vest over a period of time, provides a significant incentive to our executives to achieve their respective individual objectives, our Company objectives and our overall long-term and strategic goals, such as client satisfaction, growing revenues and bookings, including client renewals, improving operating margins, managing employee attrition levels and making disciplined investments. Our cash bonuses are an important motivating factor for our executives, in addition to being a significant factor in attracting and retaining our executives. Annual bonuses under our cash bonus plan are directly linked to Company, business unit and individual performance. Annual bonuses to our executives are payable only if threshold performance is attained. As in prior years, for 2023 the compensation committee established a bonus pool which is funded based on the level of attainment of Company performance metrics (subject to a threshold level of performance). The compensation committee also established target bonuses for each NEO, with the actual bonus payable based on attainment of individual, Company and business unit goals and adjusted based on the funding of the bonus pool.

  59. Target bonuses

    Target bonuses Under our annual cash bonus plan, each of our named executive officers is eligible for a target bonus specified as a percentage of his or her base salary. For 2023, Mr. Tyagarajan’s target bonus was approximately 144% of his base salary and our other named executive officers’ target bonuses were 100% of their base salaries. The compensation committee took into consideration the requirements under each of our named executive officer’s employment agreements in setting their bonus targets. See “—Narrative disclosure to summary compensation table and grants of plan-based awards table—Employment agreements with named executive officers.”

  60. Bonus pool

    Bonus pool At the beginning of 2023, the compensation committee established a target bonus pool for 2023 equal to the aggregate target bonuses for all of the senior vice presidents in the Company, including all of the named executive officers other than the CEO. The bonus pool was to be funded based on the Company’s 2023 adjusted income from operations (“AOI”) margin, revenue and employee engagement score performance, weighted 45%, 45% and 10%, respectively. The bonus pool funding was subject to an additional condition that if the Company's AOI margin for 2023 was lower than a specified amount, the Compensation Committee could reduce the bonus pool funding, including to zero, to allow the Company to achieve a specified AOI margin for 2023. For 2023, the employee engagement metric was the Company’s employee engagement score for 2023, which is calculated by multiplying the Company’s overall employee response rate on its “Amber” platform, an AI-based tool that collects employee feedback and assesses employee sentiment, by the percentage of the Company’s Amber responses that were positive for 2023. For the purposes of the 2023 bonus plan, a positive response is defined as either a four or five rating on a scale of five in response to a question in Amber that asks each employee to rate their employee experience over the course of their tenure with the Company. Similar to 2022, the compensation committee believes that this employee engagement metric is meaningful because we have observed higher rates of attrition among employees who do not engage with the Amber platform at all, and therefore the employee response rate is as important as the positive response score in assessing employee engagement and improving employee retention.

  61. Bonus pool

    | 38 | 2024 Proxy Statement |

  62. Bonus pool

    The potential bonus pool for 2023 ranged from 0% to 200% of target (with performance between the established levels determined on a straight-line basis), depending on the level of achievement of the AOI margin, revenue and employee engagement score goals and whether the threshold for each metric was met. Under the 2023 plan, if the Company’s AOI margin for 2023 was below a certain level, then regardless of the level of achievement of the AOI margin, revenue or employee engagement score goals, the compensation committee retained the discretion to reduce the bonus pool by any amount the committee determined (including to zero) to increase the Company’s AOI margin up to a specified amount. As a result, the full bonus pool was at risk. If the Company achieved the threshold level of at least one of the three metrics, then the bonus pool would be funded based solely on the level of attainment of the metric(s) achieved at the threshold level. The aggregate level of attainment of the goals (based on the weighting of each goal) is referred to as the “Company Multiplier.” The table below sets out the threshold and outstanding performance levels as a percentage of the target performance level for each metric under our 2023 bonus plan:

  63. Bonus pool

    | Performance goal (weighting) | Threshold | Target | Outstanding | | AOI margin (45%) | 98% | 100% | 102% | | Revenue (45%) | 99% | 100% | 103% | | Employee engagement score (10%) | 87% | 100% | 113% |

  64. Bonus pool

    If the Company achieved at least the threshold levels of each of the AOI margin, revenue and employee engagement score goals, the potential range of the Company Multiplier (based on the level of attainment of each goal and the weighting of that goal) would be as follows:

  65. Bonus pool

    | Bonus pool performance level | Company multiplier (as a percentage of total target bonuses) | | Threshold | 50% | | Target | 100% | | Outstanding | 200% |

  66. Bonus pool

    For 2023, we achieved lower-than-threshold performance on the revenue goal, higher-than-target performance on the AOI margin goal and outstanding performance on the employee engagement score goal, resulting in a Company Multiplier of approximately 85%. See Exhibit 1 to this Proxy Statement for information regarding how our calculation of AOI differs from United States Generally Accepted Accounting Principles (“GAAP”) net income, as well as for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure.

  67. Bonus pool

    | 39 | 2024 Proxy Statement |

  68. Bonus scorecards

    Bonus scorecards In an effort to further link our executive officer compensation to measurable Company and individual performance, the actual bonus payable to each of our named executive officers is determined based on attainment of pre-established individual, Company and business unit performance targets for each officer subject to the maximum bonus potential based on the level of AOI margin, revenue and employee engagement scores. We utilize a scorecard methodology that incorporates multiple financial and non-financial strategic performance indicators for each officer, with the financial performance metrics accounting for at least 60% of the result. The table below shows the weighting of financial and non-financial metrics in each named executive officer’s 2023 scorecard:

  69. Bonus scorecards

    | Executive | Financial | Non-financial | | N.V. TYAGARAJAN | 60% | 40% | | MICHAEL WEINER | 60% | 40% | | BALKRISHAN KALRA | 75% | 25% | | PIYUSH MEHTA | 60% | 40% | | KATHRYN STEIN | 60% | 40% |

  70. Bonus scorecards

    The potential bonus payout based on the scorecard result ranges from 0% to 150% of target. The compensation committee establishes the scorecard for the CEO, and the CEO establishes the scorecards for the other executive officers. At the time of establishing the individual scorecards, the goals in the scorecards were determined to be challenging. We believe that encouraging our named executive officers, as well as other employees with management responsibility, to focus on a variety of performance objectives that are important for creating shareholder value reduces incentives to take excessive risk with respect to any single objective.

  71. Bonus scorecards

    | 40 | 2024 Proxy Statement |

  72. Bonus scorecards

    A list of the financial and certain non-financial performance metrics included in the 2023 scorecard for each named executive officer is set forth below:

  73. Bonus scorecards

    | Executive | Financial metrics | Non-financial metrics | | N.V. Tyagarajan | ⯀ Company-wide revenue ⯀ Company-wide net bookings ⯀ Company-wide AOI margin ⯀ Company-wide gross profit margin | ⯀ Goals related to organization and M&A strategy, adopting a technology-first approach across the Company’s businesses, digital transformation through the enterprise resource planning (“ERP”) system implementation and CEO succession planning and transition. | | Michael Weiner | ⯀ Company-wide revenue ⯀ Company-wide net bookings ⯀ Company-wide AOI margin ⯀ Company-wide gross profit margin | ⯀ Goals related to M&A strategy, digital transformation through the ERP system implementation and further developing the finance function talent and leadership. | | Balkrishan Kalra | ⯀ Business unit revenue ⯀ Business unit net bookings ⯀ Business unit renewal bookings ⯀ Business unit qualified inflows ⯀ Business unit AOI margin ⯀ Business unit gross profit margin | ⯀ Goals related to driving client success, adopting a technology-first approach across the Company’s businesses, strengthening leadership teams, diversity, equity and inclusion (“DEI”) and M&A strategy. | | Piyush Mehta | ⯀ Company-wide revenue ⯀ Company-wide net bookings ⯀ Company-wide AOI margin ⯀ Company-wide gross profit margin ⯀ HR function cost | ⯀ Goals related to CEO succession planning and transition, leadership organization design and structure, building the Company’s leadership pipeline, digital transformation through the ERP system implementation and DEI. | | Kathryn Stein | ⯀ Company-wide revenue ⯀ Company-wide net bookings ⯀ Company-wide Data-Tech-AI revenue ⯀ Company-wide AOI margin ⯀ Company-wide renewal bookings | ⯀ Goals related to adopting a technology-first approach across the Company’s businesses, digital transformation through the ERP system implementation, strengthening the Data and Analytics team, ESG, M&A strategy and driving investment prioritization/reallocation. |

  74. Bonus scorecards

    The compensation committee determines the level of attainment of the scorecard goals for each of our named executive officers, with our CEO providing input with respect to the named executive officers other than himself. Threshold performance on a given financial metric results in payment of 75% of the target bonus allocated to that metric. There is no threshold performance required for the non-financial metrics. The individual bonus amount for each named executive officer other than Mr. Tyagarajan and Ms. Stein was determined based on the scorecard result and what we refer to as the “Bonus Payment Multiplier.” The Bonus Payment Multiplier is a percentage determined by dividing the funded bonus pool (which was determined by multiplying the aggregate target bonuses of the bonus pool participants by the Company Multiplier of approximately 85%) by the total of all bonus amounts based on individual scorecard results and is used to ensure that the total payouts equal the funded pool. For 2023, the Bonus Payment Multiplier was approximately 92%, which is higher than the Company Multiplier because the average bonus scorecard result was below 100%, reflecting the rigor of the scorecard goals. In no circumstance can the total of the bonus payouts under the plan exceed the funded pool. Accordingly, the 2023 bonus for each named executive officer other than Mr. Tyagarajan and Ms. Stein was determined as follows:

  75. Bonus scorecards

    | ⯀ | 2023 target bonus multiplied by |

  76. Bonus scorecards

    | ⯀ | individual scorecard achievement (0-150%) multiplied by |

  77. Bonus scorecards

    | ⯀ | 2023 Bonus Payment Multiplier of approximately 92%. |

  78. Bonus scorecards

    | 41 | 2024 Proxy Statement |

  79. CEO bonus

    CEO bonus Mr. Tyagarajan’s bonus was determined based on his scorecard result and the Company Multiplier (approximately 85%). It was not funded out of the bonus pool for the other named executive officers and all senior vice presidents of the Company. The 2023 bonus for our CEO was determined as follows:

  80. CEO bonus

    | ⯀ | 2023 target bonus multiplied by |

  81. CEO bonus

    | ⯀ | Individual scorecard achievement (0-150%) multiplied by |

  82. CEO bonus

    | ⯀ | 2023 Company Multiplier of approximately 85%. |

  83. CEO bonus

    The following table sets forth the 2023 target bonus, the 2022 and 2023 actual bonus payments and 2023 bonus payments as a percentage of target bonus for each of our named executive officers under our annual cash bonus plan.

  84. CEO bonus

    | Executive | 2022 Payment | 2023 Target bonus | 2023 Payment | 2023 Payment as a percentage of target | | N.V. Tyagarajan(1)(6) | $1,023,000 | $1,300,000 | $967,559 | 74% | | Michael Weiner(2) | $511,169 | $625,000 | $512,675 | 82% | | Balkrishan Kalra(3) | $613,236 | $750,000 | $505,122 | 67% | | Piyush Mehta(4)(6) | — | $345,797 | $291,538 | 84% | | Kathryn Stein(5) | $554,615 | $650,000 | $650,000 | 100% |

  85. CEO bonus

    | (1) Mr. Tyagarajan achieved below-target performance in the aggregate on the financial metrics (Company-wide gross profit margin, revenue, net bookings and AOI margin) and target performance on the non-financial metrics in his 2023 scorecard. The decrease in Mr. Tyagarajan’s 2023 bonus compared to his 2022 bonus is primarily attributable to a decrease in the multiplier used to determine his bonus from 93% in 2022 to 85% in 2023. |

  86. CEO bonus

    | (2) Mr. Weiner achieved below-target performance in the aggregate on the financial metrics (Company-wide gross profit margin, revenue, net bookings and AOI margin) and slightly above-target performance on the non-financial metrics in his 2023 scorecard. Mr. Weiner’s 2023 bonus was approximately the same as his 2022 bonus, reflecting primarily a slight increase in his overall scorecard result in 2023 compared to 2022 and a decrease in the Bonus Payment Multiplier from 100% in 2022 to 92% in 2023. |

  87. CEO bonus

    | (3) Mr. Kalra achieved below-target performance in the aggregate on the financial metrics (business unit gross profit margin, business unit revenue, business unit net bookings, business unit renewal bookings, business unit qualified inflows and business unit AOI margin), and above-target performance on the non-financial metrics in his 2023 scorecard. The decrease in Mr. Kalra’s 2023 bonus compared to his 2022 bonus is primarily attributable to a decrease in the Bonus Payment Multiplier from 100% in 2022 to 92% in 2023, as well as a decrease in his overall scorecard result in 2023 compared to 2022. |

  88. CEO bonus

    | (4) Mr. Mehta achieved below-target performance in the aggregate on the financial metrics (Company-wide gross profit margin, revenue, net bookings, AOI margin and HR functional cost) and above-target performance on the non-financial metrics in his 2023 scorecard. Mr. Mehta was not a named executive officer in 2022. |

  89. CEO bonus

    | (5) Ms. Stein separated from the Company in January 2024 pursuant to a separation agreement dated as of November 29, 2023. The bonus amount shown in this table reflects the payment to Ms. Stein of her 2023 target bonus pursuant to the separation agreement and was not calculated by reference to her scorecard or the 2023 Company Multiplier. |

  90. CEO bonus

    | (6) The amounts shown with respect to Mr. Tyagarajan were denominated in U.S. dollars and converted to U.K. pounds sterling at the time of payment. The amounts shown with respect to Mr. Mehta were denominated and paid in Indian rupees and have been converted from Indian rupees at the rates of INR 1/US$0.0121 for 2023. |

  91. Equity-based compensation

    Prior to 2023, the annual equity award component of our executive officer compensation was generally comprised of PSUs and periodic option grants. Beginning in 2023, the annual equity component of our executive officer compensation is now comprised of PSUs and RSUs. In the past, we periodically granted options to our executive officers as an additional long-term incentive and for retention purposes. As reflected in our 2023 long-term incentives, our compensation committee believes that a mix of annual PSUs and RSUs aligns better with market practice than periodic option grants and incentivizes growth without encouraging excessive risk taking. Accordingly, we did not grant options to our named executive officers in 2023, and we will no longer make periodic grants of options to our named executive officers as part of our equity compensation program. In 2023, we granted PSUs and RSUs to all of our named executive officers. The PSUs represented between approximately 40% and 50% of the total 2023 target compensation for our named executive officers, and the RSUs represented between approximately 15% and 40% of the total 2023 target compensation for our named executive officers.

  92. 2023 Restricted share unit awards

    2023 Restricted share unit awards The RSUs we granted to our named executive officers in 2023 vest with respect to one-third of the shares underlying the award on January 10th each year from 2024 through 2026, subject to each named executive officer’s service through each vesting date. In addition, in the event of a named executive officer’s termination of service by reason of death, disability or retirement, a pro rata portion of such shares will vest based on the period of service through the termination date.

  93. 2023 Performance share unit awards

    2023 Performance share unit awards Under the 2023 PSU awards, each of our named executive officers is eligible to receive shares based on the Company’s level of attainment of specified performance goals over a three-year performance period and such officer’s continued service through a service vesting period ending on March 10, 2026. The performance goals for the 2023 PSUs were adjusted diluted earnings per share (“Adjusted EPS”), weighted 75%, and revenue, weighted 25%. These performance goals were set in early 2023 at predetermined year-over-year growth rates relative to actual performance for the prior year for each of the three performance years from 2023 to 2025. We introduced Adjusted EPS as a metric in the 2023 PSUs to emphasize the importance of increasing both growth in revenue and profitability. Our inclusion of revenue as a second goal reflects our focus on growth and execution. In addition, as described below, our 2023 PSUs include a relative TSR modifier, which will adjust the aggregate performance percentage of the awards at the end of the performance period from 0.8x to 1.2x depending on our TSR performance compared to the companies in the S&P 400 (Midcap) Index over the performance period. Accordingly, our PSU awards hold our leadership team accountable for driving sustained profitable growth and directly link our executive compensation opportunities to shareholder value creation. Under the 2023 PSU awards, there are three designated levels of attainment for each of the revenue and Adjusted EPS goals, as illustrated in the table below. Performance between the established levels will be determined on a straight-line basis.

  94. 2023 Performance share unit awards

    | Performance Level | Payout percentage | | Below Threshold | 0% | | Threshold | 50% | | Target | 100% | | Outstanding | 200% |

  95. 2023 Performance share unit awards

    Vesting of either of the two performance tranches of the award (based on the two performance goals) depends on achievement of threshold performance for such tranche. Each tranche can vest independently of the other. Accordingly, failure to achieve the threshold level of one of the goals will negatively affect the aggregate vesting percentage at the end of the performance period but will not on its own prevent the awards from vesting with respect to the other goal, assuming achievement of the other performance goal at the threshold level or higher. In setting the performance goals for these awards, our compensation committee determined that the targets were challenging to achieve. The table below sets out the threshold and outstanding performance levels as a percentage of the target performance level for each metric under our 2023 PSU awards:

  96. 2023 Performance share unit awards

    | 43 | 2024 Proxy Statement |

  97. 2023 Performance share unit awards

    | Performance goal (weighting) | Threshold | Target | Outstanding | | Adjusted EPS (75%) | 97% | 100% | 103% | | Revenue (25%) | 97% | 100% | 102% |

  98. 2023 Performance share unit awards

    Each 2023 PSU award specifies a target number of PSUs and the performance goals for each year during the performance period. The number of common shares of the Company into which the 2023 PSU awards may convert (subject to a threshold level of performance relative to at least one goal and continued service through March 2026) will be calculated by multiplying the number of target PSUs designated under the award by an aggregate performance percentage ranging from 0% to 200%, subject to adjustment depending on our relative TSR performance, as described below. The aggregate performance percentage will first be calculated as the average of the performance percentage for each of the three years in the performance period, and then adjusted by a relative TSR modifier, which can modify the aggregate performance percentage by between 0.8x and 1.2x depending on our TSR performance over the three-year performance period compared to the companies in the S&P 400 (Midcap) Index. A TSR that is in the 25th percentile or lower compared to the peer group will modify the aggregate performance percentage by 0.8x, while a TSR that is in the 75th percentile of higher compared to the peer group will modify the aggregate performance percentage by 1.2x, with straight-line interpolation applied to determine the modifier if our TSR is between the 25th and 75th percentiles. Accordingly, the number of common shares into which the 2023 PSUs may ultimately convert can range from 0% to 240% of the target number of shares subject to each award. Based on our 2023 financial performance, we achieved below target but higher-than-threshold Adjusted EPS performance and below-threshold revenue performance against the goals set for the 2023 performance year in the 2023 PSU awards. Vesting of the 2023 PSU awards will depend on the company’s performance in 2024 and 2025 against the targets set in the 2023 PSU awards for revenue and adjusted EPS in those years, as described above, as well as the impact of the relative TSR modifier at the end of the performance period. In addition, in the event of a named executive officer’s termination of service by reason of death or disability, a pro rata portion of the target shares will vest upon such termination, and in the event of a named executive officer’s termination by reason of retirement, a pro rata portion of the shares will vest based on actual performance at the end of the vesting period and the period of service through the termination date. The table below shows the total target value of each named executive officer’s 2023 long-term incentive award, the number of target shares subject to the PSU award component of each officer’s 2023 long-term incentive award and the number of RSUs granted to our named executive officers in 2023. The target number of shares for the PSU awards and the number of shares for the RSU awards was determined by dividing the applicable dollar value of an award by the closing price of a Company common share on the grant date. The number of shares to be earned and issuable under each 2023 PSU award based on actual performance and service through March 10, 2026 will not be determinable until after the end of the performance period on December 31, 2025.

  99. 2023 Performance share unit awards

    | Executive | Total target value of 2023 LTI awards ($) | 2023 PSU target shares (#) | 2023 RSUs (#) | | N.V. TYAGARAJAN | 8,000,000 | 91,680 | 91,680 | | MICHAEL WEINER | 2,000,000 | 28,650 | 17,190 | | BALKRISHAN KALRA | 2,649,200 | 44,927 | 15,791 | | PIYUSH MEHTA | 1,420,000 | 24,180 | 8,365 | | KATHRYN STEIN | 1,780,799 | 30,937 | 9,878 |

  100. Change of control and severance benefits

    Change of control and severance benefits Under the terms of our equity incentive plan, in the event of a change of control, the PSU and RSU awards granted to our named executive officers in 2023 will accelerate unless the awards are assumed, continued or substituted. If the awards are assumed, continued or substituted, then they will continue to vest over the service period. Any assumed, continued or substituted PSU and RSU awards are subject to accelerated vesting in the event of the executive officer’s termination without cause within 24 months following the change of control in accordance with the terms of the 2023 awards. We have entered into employment agreements with our named executive officers which provide for certain payments and benefits in the event of a termination of employment. The employment agreements with Ms. Stein and Messrs. Kalra, Mehta and Weiner also provide for partial accelerated vesting of equity awards upon certain qualifying terminations without a change of control and full acceleration upon certain qualifying terminations in connection with a change of control. The severance payments and benefits were based on negotiations with each executive and are an important part of employment arrangements designed to retain such executives and provide certainty with respect to the payments and benefits to be provided upon certain termination events. For additional details about these payments and benefits and the partial acceleration of equity awards upon termination of employment due to death, disability or retirement, see “Narrative disclosure to summary compensation table and grants of plan-based awards table—Employment agreements with named executive officers,” “Restricted share unit Awards,” “Performance share unit awards” and “Potential payments upon termination or change of control.”

  101. Equity grant practices

    Equity grant practices All options previously granted by the Company have an exercise price equal to the closing market price of our common shares on the grant date. Equity grants are typically approved at regularly scheduled compensation committee meetings, and, unless a future effective date is specified, become effective as of the date of the meeting at which they are approved. The dates for our compensation committee meetings are generally scheduled months in advance. In certain cases, equity grants are approved by written consent outside of regularly scheduled compensation committee meetings and are effective as of the latest date a committee member signs the consent. Our compensation committee has delegated limited authority to the CEO and our Chief Human Resources Officer to jointly grant equity awards between regularly scheduled compensation committee meetings to individuals other than executive officers and directors, with prescribed per person and aggregate quarterly limitations.

  102. 2023 Summary compensation table

    2023 Summary compensation table The following table sets forth information concerning the compensation of our named executive officers for the fiscal years ended December 31, 2023, 2022 and 2021.

  103. 2023 Summary compensation table

    | Name and principal position | Year | Salary ($)(1) | Bonus ($) | Share awards ($)(2) | Option awards ($)(3) | Non-equity incentive plan compensation ($)(4) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation ($) | Total compensation ($) | | N.V. Tyagarajan(12)(13) President, Chief Executive Officer and Director | 2023 | 900,000 | — | 8,052,254 | — | 967,559 | — | 67,533(5) | 9,987,346 | | | 2022 | 824,000 | — | 2,252,530 | — | 1,023,000 | — | 67,253 | 4,166,783 | | | 2021 | 800,000 | — | 4,080,420 | — | 1,700,000 | — | 65,591 | 6,646,011 | | Michael Weiner Senior Vice President, Chief Financial Officer | 2023 | 625,000 | — | 2,016,330 | — | 512,675 | — | 16,566(6) | 3,170,571 | | | 2022 | 600,000 | — | 600,657 | — | 511,169 | — | 15,260 | 1,727,086 | | | 2021 | 249,863 | — | 3,122,253 | 3,999,996 | 308,739 | — | 9,268 | 7,690,119 | | Balkrishan Kalra(14) Senior Vice President, Banking, Capital Markets, Consumer Goods, Retail, Life Sciences and Healthcare | 2023 | 750,000 | — | 2,674,735 | — | 505,122 | — | 22,384(7) | 3,952,241 | | | 2022 | 700,000 | — | 992,905 | 1,499,991 | 613,236 | — | 21,069 | 3,827,201 | | | 2021 | 680,000 | — | 1,785,579 | 1,899,992 | 754,421 | — | 15,134 | 5,135,126 | | Piyush Mehta(12)(15) Senior Vice President, Chief Human Resources Officer | 2023 | 345,797 | — | 1,433,721 | — | 291,538 | 24,941(8) | 1,004(9) | 2,097,001 | | Kathryn Stein Senior Vice President, Chief Strategy Officer and Global Business Leader, Enterprise Services and Analytics | 2023 | 650,000 | 650,000(10) | 1,798,393 | — | — | — | 15,108(11) | 3,113,501 | | | 2022 | 600,000 | — | 676,962 | 1,399,994 | 554,615 | — | 13,565 | 3,245,136 | | | 2021 | 550,000 | — | 1,237,726 | 999,995 | 662,920 | — | 12,860 | 3,463,501 |

  104. 2023 Summary compensation table

    | (1) The amount shown for Mr. Kalra includes an amount he elected to defer into the Deferred Compensation Plan, which is more fully described in the section titled “Nonqualified deferred compensation plan” below. Mr. Weiner’s 2021 salary reflects the amount he earned in 2021 beginning on his hire date of August 2, 2021. |

  105. 2023 Summary compensation table

    | (2) The amounts shown reflect the dollar amount of the aggregate grant date fair value of (a) RSUs and (b) PSUs granted during the applicable year pursuant to our 2017 Omnibus Incentive Compensation Plan, calculated in accordance with Financial Accounting Standards Board Codification Topic 718, Compensation—Stock Compensation, or FASB ASC Topic 718. The amounts for the PSUs do not reflect the realizable value of these awards based on our performance results for each period. The aggregate grant date fair value of the PSUs is calculated in accordance with FASB ASC Topic 718, based on the probable outcome of the attainment of one or more pre-established performance objectives as of the grant date, which for the PSUs granted to our named executive officers in 2023 was 100%. Assumptions used in the calculation of these amounts are included in Note 18, “Stock-based compensation,” to our audited consolidated financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K. In accordance with the rules promulgated by the SEC, the amounts shown for awards with performance- and service-based vesting conditions exclude the impact of estimated forfeitures. The performance periods for the PSUs granted in 2021 and 2022 are completed, and the number of shares underlying each such award has been |

  106. 2023 Summary compensation table

    | 47 | 2024 Proxy Statement |

  107. 2023 Summary compensation table

    determined. The performance period for the 2023 PSUs ends on December 31, 2025 and, accordingly, the number of shares to be achieved under each such award is not yet determinable. The aggregate grant date fair values of the PSUs granted in 2023, assuming maximum attainment of the performance goals, are as follows: Mr. Tyagarajan—$9,599,996; Mr. Weiner—$2,999,999; Mr. Kalra—$4,704,396; Mr. Mehta—$2,531,936; and Ms. Stein—$3,239,475.

  108. 2023 Summary compensation table

    | (3) The amounts shown represent the aggregate grant date fair value of the options awarded to our named executive officers during the applicable year, calculated in accordance with FASB ASC Topic 718, and exclude the impact of estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 18 “Stock-based compensation” to our audited consolidated financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K. |

  109. 2023 Summary compensation table

    | (4) A portion of the amount shown for Mr. Kalra was deferred into the Deferred Compensation Plan at his election. |

  110. 2023 Summary compensation table

    | (5) The amount shown consists of the following payments and benefits to Mr. Tyagarajan: (a) $3,032 in life insurance plan premiums, (b) $4,501 in medical insurance plan premiums and (c) $60,000 for personal costs pursuant to his employment agreement. |

  111. 2023 Summary compensation table

    | (6) The amount shown consists of the following payments and benefits to Mr. Weiner: (a) $3,366 in life insurance plan premiums and (b) $13,200 in matching contributions to our 401(k) plan. |

  112. 2023 Summary compensation table

    | (7) The amount shown consists of the following payments and benefits to Mr. Kalra: (a) $4,116 in life insurance plan premiums, (b) $5,068 in costs related to our executive health examination program and (c) $13,200 in matching contributions to our 401(k) plan. |

  113. 2023 Summary compensation table

    | (8) The amount shown represents the change in pension value with respect to the Gratuity Plan benefit for Mr. Mehta that is required to be provided to all employees in India pursuant to Indian law. Assumptions used in the calculation of this amount are included in Note 17, “Employee benefit plans,” to our audited consolidated financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K. |

  114. 2023 Summary compensation table

    | (9) The amount shown consists of life insurance plan premium payments made on behalf of Mr. Mehta. |

  115. 2023 Summary compensation table

    | (10) Ms. Stein separated from the Company in January 2024 pursuant to a separation agreement between Ms. Stein and the Company, dated as of November 29, 2023. The bonus amount shown in this table reflects the payment to Ms. Stein of her 2023 target bonus as provided for in her separation agreement and was not calculated by reference to her scorecard or the 2023 Company Multiplier. |

  116. 2023 Summary compensation table

    | (11) The amount shown consists of the following payments and benefits to Ms. Stein: (a) $1,908 in life insurance plan premiums and (b) $13,200 in matching contributions to our 401(k) plan. |

  117. 2023 Summary compensation table

    | (12) All amounts shown for Mr. Tyagarajan and Mr. Mehta are dollar-denominated amounts. For Mr. Tyagarajan, all amounts other than those shown under the “Non-equity incentive plan compensation” and “Share awards” columns were paid or incurred in U.K. pounds sterling. For Mr. Mehta, all amounts other than those shown under the “Option awards” and “Share awards” columns were paid or incurred in Indian rupees. The exchange rate used to calculate amounts in the Summary compensation table reflecting such payments was INR 1/US$0.0121. |

  118. 2023 Summary compensation table

    | (13) Mr. Tyagarajan stepped down as our President and Chief Executive Officer effective as of February 9, 2024. Mr. Tyagarajan continues to serve as a member of our board. |

  119. 2023 Summary compensation table

    | (14) Mr. Kalra was appointed as our President, Chief Executive Officer and Director, effective as of February 9, 2024. |

  120. 2023 Summary compensation table

    | (15) Mr. Mehta was not an NEO in 2021 or 2022, so no compensation information is provided for him with respect to such years. |

  121. 2023 Summary compensation table

    | 48 | 2024 Proxy Statement |

  122. 2023 Grants of plan-based awards

    2023 Grants of plan-based awards The following table provides certain information regarding cash and equity incentive plan awards granted to our named executive officers during the fiscal year ended December 31, 2023. The equity awards were granted under the 2017 Omnibus Incentive Compensation Plan and the non-equity awards were granted under our 2023 annual cash bonus plan.

  123. 2023 Grants of plan-based awards

    | Name | Grant date | 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 stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise price of option awards ($) | Grant date fair value of stock and option awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | N.V. Tyagarajan | 3/15/2023 | — | — | — | 45,840 | 91,680 | 220,032 | 91,680 | — | — | 8,052,254 | | | — | 292,500 | 1,300,000 | 3,900,000 | — | — | — | — | — | — | — | | Michael Weiner | 3/15/2023 | — | — | — | 14,325 | 28,650 | 68,760 | 17,190 | — | — | 2,016,330 | | | — | 140,625 | 625,000 | 1,875,000 | — | — | — | — | — | — | — | | Balkrishan Kalra | 3/15/2023 | — | — | — | 22,463 | 44,927 | 107,824 | 15,791 | — | — | 2,674,735 | | | — | 210,938 | 750,000 | 2,250,000 | — | — | — | — | — | — | — | | Piyush Mehta | 3/15/2023 | — | — | — | 12,090 | 24,180 | 58,032 | 8,365 | — | — | 1,433,721 | | | — | 77,804 | 345,797 | 1,037,391 | — | — | — | — | — | — | — | | Kathryn Stein | 3/15/2023 | — | — | — | 15,468 | 30,937 | 74,248 | 9,878 | — | — | 1,798,393 | | | — | 146,250 | 650,000 | 1,950,000 | — | — | — | — | — | — | — |

  124. 2023 Grants of plan-based awards

    | (1) The amounts shown in this column represent the cash bonus opportunity range under our 2023 annual cash bonus plan, which is summarized under “Compensation discussion and analysis—Compensation components—Annual cash bonus” above. For Mr. Tyagarajan, the cash award target was approximately 144% of his base salary, and for the other named executive officers, the cash bonus award target was 100% of base salary. For the actual amounts paid to each named executive officer, see the “Non-equity incentive plan compensation” column of the “2023 Summary compensation table” above. Amounts shown in the “Threshold” column represent the payments that would result from attainment of threshold performance with respect to each of (a) the Company Multiplier, for which threshold performance is 50% of target, (b) the individual scorecard financial metrics, for which threshold performance is 75% of target for each metric, and (c) the individual scorecard non-financial metrics, for which there is no minimum performance threshold and therefore threshold performance has been assumed at 0%. Amounts shown in the “Maximum” column represent the payments that would result from attainment of the highest level of performance with respect to both (a) the Company Multiplier, for which the maximum performance level is 200% of target, and (b) the overall individual scorecard result, for which the maximum performance level for each metric is 150% of target. See “Compensation discussion and analysis—Compensation components— Annual cash bonus” above for a description of our annual bonus plan. |

  125. 2023 Grants of plan-based awards

    | (2) Represents PSU awards that may vest based on the level of attainment of the performance goals for the three-year performance period beginning January 1, 2023, subject to continued service through March 10, 2026. The actual number of shares issuable under the awards, if any (subject to continued service vesting), will not be determinable until after the end of the performance period. See “Compensation discussion and analysis—Compensation components—Equity-based compensation” above for a description of the awards. |

  126. 2023 Grants of plan-based awards

    | (3) Represents the grant date fair value of stock awards granted during the fiscal year ended December 31, 2023, calculated in accordance with FASB ASC Topic 718. The aggregate grant date fair value of PSU awards is calculated in accordance with FASB ASC Topic 718, based on the probable outcome of the attainment of one or more pre-established performance objectives as of the grant date. |

  127. 2023 Grants of plan-based awards

    | 49 | 2024 Proxy Statement |

  128. Narrative disclosure to summary compensation table and grants of plan-based awards table

    Narrative disclosure to summary compensation table and grants of plan-based awards table

  129. Nonqualified deferred compensation

    Nonqualified deferred compensation The Deferred Compensation Plan provides a select group of management or highly compensated employees, which includes our U.S.-based named executive officers, with the opportunity to defer their base salary and their qualifying bonus compensation pursuant to the terms of the Deferred Compensation Plan. The Deferred Compensation Plan also provides for discretionary employer contributions. See the section titled “Nonqualified deferred compensation plan” below for a description of the Deferred Compensation Plan.

  130. Nonqualified deferred compensation

    | 55 | 2024 Proxy Statement |

  131. 2023 Outstanding equity awards at fiscal year end

    2023 Outstanding equity awards at fiscal year end The following table provides information regarding each outstanding equity award held by our named executive officers as of December 31, 2023.

  132. 2023 Outstanding equity awards at fiscal year end

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of shares, units or other rights that have not vested (#) | Equity incentive plan awards: market value of shares, units or other rights that have not vested ($)(1) | | N.V. Tyagarajan | 2,133,106(2) | — | 30.29 | 5/7/2028 | — | — | — | — | | | — | — | — | — | 113,064(3) | 3,924,451 | — | — | | | — | — | — | — | 91,311(4) | 3,169,405 | — | — | | | — | — | — | — | — | — | 91,680(5) | 3,182,213 | | | — | — | — | — | 91,680(6) | 3,182,213 | — | — | | Michael Weiner | — | 298,864(7) | 51.06 | 8/9/2031 | 26,134(8) | 907,111 | — | — | | | — | — | — | — | 24,349(4) | 845,154 | — | — | | | — | — | — | — | — | — | 28,650(5) | 994,442 | | | — | — | — | — | 17,190(6) | 596,665 | — | — | | Balkrishan Kalra | 70,000(9) | — | 27.65 | 3/31/2026 | — | — | — | — | | | 70,000(10) | — | 24.74 | 3/29/2027 | — | — | — | — | | | 70,000(11) | — | 31.50 | 4/1/2028 | — | — | — | — | | | 216,130(12) | 216,131(12) | 27.70 | 1/9/2029 | — | — | — | — | | | — | 187,724(13) | 39.97 | 3/3/2031 | 52,883(14) | 1,835,569 | — | — | | | — | 103,412(15) | 52.12 | 1/9/2032 | 40,249(4) | 1,397,043 | — | — | | | — | — | — | — | — | — | 44,927(5) | 1,559,416 | | | — | — | — | — | 15,791(6) | 548,106 | — | — | | Piyush Mehta | 70,000(9) | — | 27.65 | 3/31/2026 | — | — | — | — | | | 50,000(11) | — | 31.50 | 4/1/2028 | — | — | — | — | | | 138,083(12) | 138,084(12) | 27.70 | 1/9/2029 | — | — | — | — | | | — | 64,763(16) | 44.26 | 3/28/2031 | 29,697(3) | 1,030,783 | — | — | | | — | 55,153(15) | 52.12 | 1/9/2032 | 24,349(4) | 845,154 | — | — | | | — | — | — | — | — | — | 24,180(5) | 839,288 | | | — | — | — | — | 8,365(6) | 290,349 | — | — | | Kathryn Stein | 50,000(11) | — | 31.50 | 4/1/2028 | — | — | — | — | | | — | 84,051(12) | 27.70 | 1/9/2029 | — | — | — | — | | | 53,990(17) | 53,991(17) | 43.94 | 2/18/2030 | — | — | — | — | | | — | 98,802(13) | 39.97 | 3/3/2031 | 36,657(14) | 1,272,364 | — | — | | | — | 96,518(15) | 52.12 | 1/9/2032 | 27,442(4) | 952,512 | — | — | | | — | — | — | — | — | — | 30,937(5) | 1,073,823 | | | — | — | — | — | 9,878(6) | 342,865 | — | — |

  133. 2023 Outstanding equity awards at fiscal year end

    | (1) Represents the aggregate market value of the shares subject to the award calculated using the NYSE closing price of our common shares on December 31, 2023. |

  134. 2023 Outstanding equity awards at fiscal year end

    | (2) This option was granted on May 8, 2018 and fully vested on May 8, 2023. |

  135. 2023 Outstanding equity awards at fiscal year end

    | 56 | 2024 Proxy Statement |

  136. 2023 Outstanding equity awards at fiscal year end

    | (3) Represents a PSU award granted on March 29, 2021, which vests based on the level of attainment of performance goals for the 2021 calendar year and continued service through January 10, 2024. The performance period for this award was completed on December 31, 2021, and the number of shares subject to the award is based on actual performance attainment at 133.447%. |

  137. 2023 Outstanding equity awards at fiscal year end

    | (4) Represents a PSU award granted on March 20, 2022, which vests based on the level of attainment of performance goals for the 2022 calendar year and continued service through January 10, 2025. The performance period for this award was completed on December 31, 2022, and the number of shares subject to the award is based on actual performance attainment at 108.382%. |

  138. 2023 Outstanding equity awards at fiscal year end

    | (5) Represents a PSU award granted on March 15, 2023, which vests based on the level of attainment of three-year performance goals for the 2023, 2024 and 2025 calendar years and continued service through March 10, 2026. The actual number of shares issuable under the award, if any (subject to continued service vesting), will not be determinable until after the end of the performance period. |

  139. 2023 Outstanding equity awards at fiscal year end

    | (6) Represents RSUs granted on March 15, 2023, which will vest in three equal installments on January 10, 2024, 2025 and 2026, subject to continued service through each vesting date. |

  140. 2023 Outstanding equity awards at fiscal year end

    | (7) This option was granted on August 10, 2021 and will vest with respect to 50% of the option on each of August 2, 2024 and August 2, 2026, subject to continued service through each vesting date. |

  141. 2023 Outstanding equity awards at fiscal year end

    | (8) Represents a PSU award granted on August 10, 2021, which vests based on the level of attainment of performance goals for the 2021 calendar year and continued service through January 10, 2024. The performance period for this award was completed on December 31, 2021, and the number of shares subject to the award is based on actual performance attainment at 133.447%. |

  142. 2023 Outstanding equity awards at fiscal year end

    | (9) This option was granted on April 1, 2016 and fully vested on January 10, 2021. |

  143. 2023 Outstanding equity awards at fiscal year end

    | (10) This option was granted on March 30, 2017 and fully vested on January 10, 2022. |

  144. 2023 Outstanding equity awards at fiscal year end

    | (11) This option was granted on April 2, 2018 and fully vested on April 2, 2023. |

  145. 2023 Outstanding equity awards at fiscal year end

    | (12) This option was granted on January 10, 2019 and vested with respect to 50% of the option on January 10, 2022. The remaining 50% of the option will vest on January 10, 2024, subject to continued service through the vesting date. |

  146. 2023 Outstanding equity awards at fiscal year end

    | (13) This option was granted on March 4, 2021 and will vest with respect to 50% of the option on each of January 10, 2024 and January 10, 2026, subject to continued service through each vesting date. |

  147. 2023 Outstanding equity awards at fiscal year end

    | (14) Represents a PSU award granted on March 4, 2021, which vests based on the level of attainment of performance goals for the 2021 calendar year and continued service through January 10, 2024. The performance period for this award was completed on December 31, 2021, and the number of shares subject to the award is based on actual performance attainment at 133.447%. |

  148. 2023 Outstanding equity awards at fiscal year end

    | (15) This option was granted on January 10, 2022 and will vest with respect to 50% of the option on each of January 10, 2025 and January 10, 2027, subject to continued service through each vesting date. |

  149. 2023 Outstanding equity awards at fiscal year end

    | (16) This option was granted on March 29, 2021 and will vest with respect to 50% of the option on each of January 10, 2024 and January 10, 2026, subject to continued service through each vesting date. |

  150. 2023 Outstanding equity awards at fiscal year end

    | (17) This option was granted on February 19, 2020 and vested with respect to 50% of the option on February 19, 2023. The remaining 50% of the option will vest on February 19, 2025, subject to continued service through the vesting date. |

  151. 2023 Outstanding equity awards at fiscal year end

    | 57 | 2024 Proxy Statement |

  152. 2023 Option exercises and stock vested

    2023 Option exercises and stock vested The following table provides information regarding exercises of Company options and vesting of stock awards for each of our named executive officers during the fiscal year ended December 31, 2023.

  153. 2023 Option exercises and stock vested

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | N.V. Tyagarajan | 1,050,000 | 26,146,947 | 32,152(2) | 1,503,749 | | Michael Weiner | — | — | 13,645(3) | 501,181 | | Balkrishan Kalra | 67,280 | 1,833,758 | 15,004(2) | 701,737 | | Piyush Mehta | 32,500 | 796,191 | 8,058(2) | 376,873 | | Kathryn Stein | 84,050 | 1,160,829 | 9,286(2) | 434,306 |

  154. 2023 Option exercises and stock vested

    | (1) Represents the aggregate value of the shares acquired upon exercise, net of the exercise price paid for acquiring the shares. |

  155. 2023 Option exercises and stock vested

    | (2) These shares vested and were issued, net of shares withheld for taxes, on January 10, 2023 pursuant to PSU awards granted in February 2020. |

  156. 2023 Option exercises and stock vested

    | (3) These shares vested and were issued, net of shares withheld for taxes, on August 2, 2023 pursuant to an RSU award granted in August 2021. |

  157. 2023 Pension benefits

    2023 Pension benefits The following table provides information about certain pension benefits provided to our named executive officers for the fiscal year ended December 31, 2023.

  158. 2023 Pension benefits

    | Name | Plan name | Number of years credited service (#) | Present value of projected benefit obligation ($)(1)(2) | Payments during last fiscal year ($) | | N.V. Tyagarajan | — | — | — | — | | Michael Weiner | — | — | — | — | | Balkrishan Kalra | — | — | — | — | | Piyush Mehta | Gratuity Plan for Indian Employees | 22 | 142,597 | — | | Kathryn Stein | — | — | — | — |

  159. 2023 Pension benefits

    | (1) We are required to provide all Indian employees with benefits under a Gratuity Plan, which is a defined benefit plan. Assumptions used in the calculation of this amount are included in Note 17—”Employee benefit plans” to our audited consolidated financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K. |

  160. 2023 Pension benefits

    | (2) The foreign exchange rate used to calculate amounts in this table is INR 1/US$0.0121. |

  161. 2023 Pension benefits

    | 58 | 2024 Proxy Statement |

  162. Nonqualified deferred compensation plan

    Nonqualified deferred compensation plan The following table sets forth certain information with respect to our Deferred Compensation Plan as of December 31, 2023 for our named executive officers who were eligible and elected to participate.

  163. Nonqualified deferred compensation plan

    | Name | Executive contributions in 2023 ($)(1) | Company contributions in 2023 ($) | Aggregate earnings in 2023 ($)(2) | Aggregate withdrawals/ distributions ($) | Aggregate balance at 12/31/2023 ($)(3) | | N.V. Tyagarajan | — | — | — | — | — | | Michael Weiner | — | — | — | — | — | | Balkrishan Kalra | 694,475 | — | 846,956 | — | 5,170,672 | | Piyush Mehta | — | — | — | — | — | | Kathryn Stein | — | — | — | — | — |

  164. Nonqualified deferred compensation plan

    | (1) Contributions are included in the Summary compensation table under the “Salary” and “Non-equity incentive plan compensation” columns for Mr. Kalra. Non-equity incentive plan awards were earned with respect to fiscal 2023 but awarded after the end of the fiscal year and, accordingly, the deferred amounts were contributed to the Deferred Compensation Plan in 2024. This column excludes amounts contributed in 2023 but earned with respect to fiscal 2022. |

  165. Nonqualified deferred compensation plan

    | (2) Earnings include realized and unrealized gains and losses, capital gains and losses, and dividends paid. Because the deferrals of non-equity incentive plan compensation earned with respect to fiscal 2023 did not occur until after the end of the fiscal year, no earnings on these amounts are included in this column. |

  166. Nonqualified deferred compensation plan

    | (3) Includes contributions of non-equity incentive plan compensation that was earned with respect to fiscal 2023 but contributed to the Deferred Compensation Plan in 2024. |

  167. Nonqualified deferred compensation plan

    The Deferred Compensation Plan provides a select group of management or highly compensated employees (within the meaning of the Employee Retirement Income Security Act of 1974, as amended) of Genpact LLC and participating affiliates, including our U.S.-based named executive officers, the opportunity to defer from 1% up to 80% of their base salary and from 1% up to 100% of their qualifying bonus compensation (or such other minimums or maximums as determined by the administrator of the Deferred Compensation Plan). Participant deferrals are 100% vested at all times. The Deferred Compensation Plan also allows discretionary supplemental employer contributions by Genpact USA, Inc. (the “Member”), in the Member’s sole discretion, to be credited to some or all participant accounts. Discretionary supplemental employer contributions, if made, will be subject to a two-year vesting schedule (50% vesting on the one-year anniversary of approval of the contribution and 50% vesting on the second year anniversary of approval of the contribution, subject in each case to the participant’s continuing service) or such other vesting schedule as determined by the Member at the time the contribution is approved. A participant’s compensation deferrals and discretionary supplemental employer contributions (if any) will be credited or debited with notional investment gains and losses equal to the experience of selected hypothetical investment funds offered under the Deferred Compensation Plan and elected by the participant. The administrator of the Deferred Compensation Plan has the discretion to establish procedures by which the participants can change their investment elections among the available alternatives. Currently, participants can change their elections on a daily basis, subject to excessive trading limits. A participant may elect to receive his or her deferred compensation and earnings thereon either (a) in a specified year or (b) following separation from service, in a single sum or in annual installments over a period of up to 15 years. If a participant does not make an election with respect to the timing and/or form of payment, the deferred compensation will be paid in a lump sum upon participant’s separation from service. Any supplemental employer contribution will be paid upon a participant’s separation from service in the form of payment elected by the participant, unless otherwise designated by the Member at the time the contribution is authorized. Pursuant to the terms of the Deferred Compensation Plan, payments may be accelerated in certain circumstances, including death of the participant, unforeseeable emergency, limited cashouts, payment of taxes, certain limited offsets to satisfy debt due to the Company, failure of the Plan to meet statutory requirements and termination of the Deferred Compensation Plan.

  168. Nonqualified deferred compensation plan

    | 59 | 2024 Proxy Statement |

  169. Potential payments upon termination or change of control

    Potential payments upon termination or change of control Below is a description of the potential payments and benefits that would be provided to our named executive officers upon termination of their employment or a change of control under their employment agreements and award agreements under the Incentive Compensation Plans.

  170. Termination and change of control potential payments and benefits table

    Termination and change of control potential payments and benefits table The amounts disclosed in the table below are based on the payments and benefit costs that would have been incurred by the Company if the named executive officer’s employment had terminated as of the last business day of the fiscal year ended December 31, 2023. The amounts included below do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. Where applicable, the value of one of our common shares on December 29, 2023 was $34.71, which was the closing market price of our common shares on the NYSE on such date.

  171. Termination and change of control potential payments and benefits table

    | | | | | | | Change of control(2) | | | Name | Involuntary termination without cause ($) | Involuntary termination for cause or voluntary termination other than death, disability or retirement ($) | Termination with good reason(1) ($) | Termination due to retirement ($) | Termination due to death or disability ($) | Accelerated vesting upon qualifying termination or if award not assumed, substituted or continued by the acquiring entity ($) | Award assumed, substituted or continued by the acquiring entity ($) | | N.V. Tyagarajan | | | | | | | | | Cash Severance | 3,846,000(3) | — | 3,846,000 (3) | — | — | — | — | | Equity Treatment | — | — | — | 2,121,475(11) | 8,158,893(4) | 13,458,321(5) | — | | Health and Welfare(6) | 35,614 | — | 35,614 | — | — | — | — | | TOTAL | 3,881,614 | — | 3,881,614 | 2,121,475 | 8,158,893 | 13,458,321 | — | | Michael Weiner | | | | | | | | | Cash Severance | 1,250,000(7) | — | 1,250,000(7) | — | — | — | — | | Equity Treatment | 1,106,008(8) | — | 1,106,008(8) | 530,369(11) | 2,000,927(4) | 3,343,384(9) | — | | Health and Welfare(6) | 36,319 | — | 36,319 | — | — | — | — | | TOTAL | 2,392,328 | — | 2,392,328 | 530,369 | 2,000,927 | 3,343,384 | | | Balkrishan Kalra | | | | | | | | | Cash Severance | 1,298,077(7) | — | 1,298,077(7) | — | — | — | — | | Equity Treatment | 3,533,351(8) | — | 3,533,351(8) | 702,484(11) | 3,469,459(4) | 6,855,265(9) | — | | Health and Welfare(6) | 36,319 | — | 36,319 | — | — | — | — | | TOTAL | 4,867,747 | — | 4,867,747 | 702,484 | 3,469,459 | 6,855,265 | — | | Piyush Mehta | | | | | | | | | Cash Severance | 598,495(7) | — | 598,495(7) | — | — | — | — | | Equity Treatment | 2,095,533(8) | — | 2,095,533(8) | 376,534(11) | 1,970,765(4) | 3,973,556(9) | — | | Health and Welfare(6) | 370(10) | — | 370(10) | — | — | — | — | | TOTAL | 2,694,398 | — | 2,694,398 | 376,534 | 1,970,765 | 3,973,556 | — | | Kathryn Stein | | | | | | | | | Cash Severance | 1,063,562(7) | — | 1,063,562(7) | — | — | — | — | | Equity Treatment | 1,975,858(8) | — | 1,975,858(8) | 472,206(11) | 2,379,617(4) | 4,230,805(9) | — | | Health and Welfare(6) | 36,176 | — | 36,176 | — | — | — | — | | TOTAL | 3,075,596 | — | 3,075,596 | 472,206 | 2,379,617 | 4,230,805 | — |

  172. Termination and change of control potential payments and benefits table

    | (1) See definitions of “good reason” in “Narrative disclosure to summary compensation table and grants of plan-based awards table—Employment agreements with named executive officers.” |

  173. Termination and change of control potential payments and benefits table

    | 61 | 2024 Proxy Statement |

  174. Termination and change of control potential payments and benefits table

    | (2) The following terms apply to outstanding awards in the event of a change of control: |

  175. Termination and change of control potential payments and benefits table

    | ⯀ | outstanding awards may be assumed, substituted or continued, in which case there is no accelerated vesting of the awards; |

  176. Termination and change of control potential payments and benefits table

    | ⯀ | PSUs, options and RSUs granted to our NEOs vest in full upon a termination without cause or for good reason (a “qualifying termination”) within 24 months following a change of control in which the awards are assumed, substituted or continued; and |

  177. Termination and change of control potential payments and benefits table

    | ⯀ | if outstanding awards are not assumed, substituted or continued, then they vest in full upon a change of control. |

  178. Termination and change of control potential payments and benefits table

    | (3) Amount represents the payment of an amount equal to two times the sum of (i) Mr. Tyagarajan’s annual base salary of $900,000 and (ii) the annual bonus he received for the fiscal year preceding the fiscal year of termination, which was $1,023,000 in 2022. |

  179. Termination and change of control potential payments and benefits table

    | (4) Amount represents the estimated value of accelerated vesting of a prorated portion of unvested (i) PSUs granted in 2021 and 2022, calculated at actual performance, (ii) PSUs granted in 2023, calculated based on target performance, and (iii) RSUs granted in 2023, with respect to the number of shares that would have vested on the next vesting date. |

  180. Termination and change of control potential payments and benefits table

    | (5) Amount represents the estimated value of accelerated vesting of all unvested (i) PSUs granted in 2021 and 2022, calculated at actual performance, (ii) PSUs granted in 2023, calculated based on target performance, and (iii) RSUs granted in 2023. |

  181. Termination and change of control potential payments and benefits table

    | (6) For each NEO, this amount represents the estimated value of providing the NEO and the NEO’s dependents with health benefits for the period defined in such NEO’s employment agreement (18 months for Ms. Stein and Messrs. Kalra, Mehta and Weiner, and 24 months for Mr. Tyagarajan) following the date of termination at the same level of coverage provided to our senior executives based in the same jurisdiction. The amounts are calculated based on the present value of the maximum liability with respect to each NEO and such NEO’s dependents under our applicable benefit plan in effect as of December 31, 2023. |

  182. Termination and change of control potential payments and benefits table

    | (7) Amount represents (i) for Mr. Weiner, the sum of 12 months of his base salary and his target bonus for 2023, and (ii) for Ms. Stein and Messrs. Kalra and Mehta, the sum of (a) six months of such NEO’s base salary, (b) one additional week of salary for each year of employment with the Company (up to a maximum of 12 additional weeks) and (c) such NEO’s total annual target bonus for 2023. |

  183. Termination and change of control potential payments and benefits table

    | (8) Amount represents the estimated value of accelerated vesting of the portion of all outstanding unvested (i) PSUs, (ii) RSUs and (iii) Company options, in each case that would have vested within 12 months after the termination date of December 31, 2023 had the NEO continued in service with the Company through such date. |

  184. Termination and change of control potential payments and benefits table

    | (9) Amount represents the estimated value of accelerated vesting of all outstanding and unvested equity awards granted to the NEO. |

  185. Termination and change of control potential payments and benefits table

    | (10) This amount was converted from Indian rupees at the rate of INR 1/US$0.0121. |

  186. Termination and change of control potential payments and benefits table

    | (11) Amount represents the estimated value of accelerated vesting of a prorated portion of unvested (i) PSUs granted in 2023, calculated at target performance, and (ii) RSUs granted in 2023, with respect to the number of shares that would have vested on the next vesting date. Under the 2023 PSUs, a prorated portion of the award will vest on an accelerated basis based on actual performance in the event of a termination due to retirement, but because actual performance for the 2023 PSUs will not be determined until after the end of the performance period on December 31, 2025, target performance has been used to calculate the estimated value of accelerated vesting upon a termination due to retirement for purposes of this table. |

  187. Termination and change of control potential payments and benefits table

    | 62 | 2024 Proxy Statement |

  188. CEO pay ratio

    CEO pay ratio For 2023, Mr. Tyagarajan’s total annual compensation as disclosed in the Summary compensation table was $9,987,346, and the total annual compensation (taking into account a cost-of-living adjustment for wages paid to employees outside the U.S.) for our median employee, located in India, was $29,132, resulting in a pay ratio of 343:1. We have employees in more than 35 countries, and more than 90% of our employees are located outside of the U.S. Most of these non-U.S. employees are based in India and other countries in which wage levels have historically been significantly lower than wage levels in the U.S. and Western Europe for comparably skilled professionals. We used the following methodology and assumptions to identify the median employee and calculate the annual total compensation of the median-paid employee:

  189. CEO pay ratio

    | ⯀ | We selected October 1, 2022 as the date on which to determine our median employee. As of that date, we had more than 118,000 active, full-time employees, of which only approximately 8,000 were located in the U.S. |

  190. CEO pay ratio

    | ⯀ | SEC regulations allow employers to identify the median based on a consistently applied compensation measure, or CACM. We used (A) annualized base salary plus (B) target bonus or other incentive compensation for 2023 as our CACM because these two elements are consistently available across all countries where we have employees. |

  191. CEO pay ratio

    | ⯀ | We ranked this compensation measure for our employees from lowest to highest. This calculation was performed for all employees, excluding Mr. Tyagarajan, whether employed on a full-time, part-time, or seasonal basis. |

  192. CEO pay ratio

    | ⯀ | We converted amounts paid in foreign currencies to the U.S. dollar based on the applicable 2023 average exchange rates. |

  193. CEO pay ratio

    As permitted by SEC rules, we performed two separate calculations in identifying our median employee: one involved making a cost-of-living-adjustment (“COLA”) for individuals employed outside of the U.S. and Puerto Rico, and one did not employ a COLA for those individuals. We performed the COLA based on the figures available as of the determination date of October 1, 2022 from the World Bank Price Level Ratio of PPP Conversion Factor (GDP) to market exchange rate, available at http://data.worldbank.org/indicator/PA.NUS.PPPC.RF. Using the COLA, we determined that our median employee was an employee working in India as discussed above. The exchange rate we used to convert our median employee’s compensation to the U.S. dollar for 2023 was 1 Indian rupee to 0.0121 U.S. dollar, and based on the most recent figures available from the World Bank Price Level Ratio of PPP Conversion Factor (GDP) to market exchange rate, available at http://data.worldbank.org/indicator/PA.NUS.PPPC.RF, a COLA of 1 to 0.2870 was applied to this individual’s U.S. dollar-converted annual total compensation. Performing the median employee identification analysis without employing a cost-of-living adjustment, we determined that the 2023 annual total compensation for a different median employee, also located in India, was $9,596, resulting in a pay ratio of 1,041:1. The exchange rate we used to convert such employee’s 2023 compensation to the U.S. dollar was 1 Indian rupee to 0.0121 U.S. dollar. Because our median employee is located in India and our CEO was based in the U.K. in 2023, our CEO pay ratio is higher than it would be if our employee base were concentrated primarily in the U.K. or if most of our employees, including our CEO, were employed in the same jurisdiction. We believe the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices, our pay ratio may not be comparable to the pay ratios reported by other companies.

  194. CEO pay ratio

    | 63 | 2024 Proxy Statement |

  195. Pay versus performance

    Pay versus performance The table below shows the following information for the past four fiscal years: (i) total compensation for our principal executive officer (PEO) and, on average, our other named executive officers (non-PEO NEOs) as disclosed in the Summary compensation table above; (ii) the “compensation actually paid” to our PEO and, on average, to our non-PEO NEOs, calculated as required by SEC pay versus performance rules; (iii) our total shareholder return (TSR); (iv) the TSR of the peer group we use for purposes of Item 201(e) of Regulation S-K; (v) our net income; and (vi) our revenue. We selected revenue as the most important measure linking compensation actually paid to our NEOs for 2023 to Company performance because it is a primary metric in our annual non-equity incentive compensation plan, our 2023 PSU awards and our named executive officers’ 2023 bonus scorecards, as described in more detail in the section titled “Compensation discussion and analysis.” “Compensation actually paid” does not represent the value of cash and Company common shares received by our NEOs during the year, but rather is an amount calculated in accordance with SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, the “compensation actually paid” amounts disclosed below differ from the compensation actually received by our NEOs.

  196. Pay versus performance table

    Pay versus performance table

  197. Pay versus performance table

    | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(2) | Average summary compensation table total for non-PEO NEOs(3) | Average compensation actually paid to non-PEO NEOs(2) | TSR(4) | Peer group TSR(4) | Net income (in $ '000) | Revenue (in $ '000) | | 2023 | 9,987,346 | (3,766,657) | 3,083,329 | (1,862,570) | 86 | 170 | 631,255 | 4,476,888 | | 2022 | 4,166,783 | 694,298 | 2,976,115 | 2,224,062 | 113 | 137 | 353,404 | 4,371,172 | | 2021 | 6,646,011 | 27,436,323 | 4,275,935 | 8,907,805 | 128 | 208 | 369,448 | 4,022,211 | | 2020 | 5,294,702 | 3,358,666 | 2,535,069 | 1,876,240 | 99 | 137 | 308,276 | 3,709,377 |

  198. Pay versus performance table

    | (1) Represents the total compensation of our PEO, N.V. Tyagarajan, as reported in the Summary compensation table for each year reported in the table. |

  199. Pay versus performance table

    | 64 | 2024 Proxy Statement |

  200. Pay versus performance table

    | (2) SEC rules require certain adjustments be made to the Summary compensation table totals to determine “compensation actually paid” as reported in the Pay versus performance table above. The following table details the applicable adjustments that were made to determine “compensation actually paid” to our PEO and, on average, our non-PEO NEOs for each year reported in the table: |

  201. Pay versus performance table

    | | Executive(s) | Summary compensation table total ($) | Subtract: reported value of equity awards granted during the year ($) | Add: year-end fair value of unvested equity awards granted during the year ($) | Add: change in fair value of outstanding and unvested equity awards granted in prior years ($) | Add: change in fair value of equity awards granted in prior years that vested during the year ($) | Compensation actually paid ($) | | 2023 | PEO Non-PEO NEOs | 9,987,346 3,083,329 | 8,052,254 1,980,794 | 5,333,634 1,199,500 | (2,372,278) (4,101,885) | (8,663,104) (62,720) | (3,766,657) (1,862,570) | | 2022 | PEO Non-PEO NEOs | 4,166,783 2,976,115 | 2,252,530 1,812,167 | 4,229,564 2,525,815 | (5,251,707) (1,336,522) | (197,812) (129,179) | 694,298 2,224,062 | | 2021 | PEO Non-PEO NEOs | 6,646,011 4,275,935 | 4,080,420 2,979,374 | 6,001,454 4,237,676 | 13,782,911 3,332,710 | 5,086,367 40,858 | 27,436,323 8,907,805 | | 2020 | PEO Non-PEO NEOs | 5,294,702 2,535,069 | 3,366,017 1,386,350 | 2,233,927 1,056,272 | (943,743) (331,050) | 139,797 2,299 | 3,358,666 1,876,240 |

  202. Pay versus performance table

    | (3) Represents the average of the total compensation of each of our non-PEO NEOs as reported in the Summary compensation table for each year indicated. The non-PEO NEOs included in this calculation for each reported year are as follows: |

  203. Pay versus performance table

    | ⯀ | 2023: Michael Weiner, Balkrishan Kalra, Piyush Mehta and Kathryn Stein; |

  204. Pay versus performance table

    | ⯀ | 2022: Michael Weiner, Balkrishan Kalra, Darren Saumur and Kathryn Stein; |

  205. Pay versus performance table

    | ⯀ | 2021: Michael Weiner, Edward Fitzpatrick, Balkrishan Kalra, Darren Saumur and Kathryn Stein; and |

  206. Pay versus performance table

    | ⯀ | 2020: Edward Fitzpatrick, Balkrishan Kalra, Darren Saumur and Kathryn Stein. |

  207. Pay versus performance table

    | (4) TSR was determined assuming an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents the TSR of the peer group disclosed in our Annual Report on Form 10-K in accordance with Item 201(e) of Regulation S-K and consists of Accenture plc, Cognizant Technology Solutions Corp., ExlService Holdings, Inc., Infosys Technologies Limited, Wipro Technologies Limited, and WNS (Holdings) Limited. |

  208. Most important measures linking compensation actually paid during 2023 to company performance

    Most important measures linking compensation actually paid during 2023 to company performance Listed below in no particular order are the most important measures we used to link compensation actually paid to our NEOs for 2023 to Company performance. For further information regarding these performance measures and their function in our executive compensation program, please see the section in this Proxy Statement titled “Compensation discussion and analysis.”

  209. Most important measures linking compensation actually paid during 2023 to company performance

    | 2023 Most important measures (unranked) | | | • Revenue | • AOI margin | | • Adjusted EPS | • Employee engagement score |

  210. Most important measures linking compensation actually paid during 2023 to company performance

    | 65 | 2024 Proxy Statement |

  211. Relationship between compensation actually paid to our NEOs and company performance

    Relationship between compensation actually paid to our NEOs and company performance The following graphs further illustrate the relationship between the pay and performance figures that are included in the Pay versus performance table above by comparing how our TSR (and the TSR of our peer group), net income and revenue, respectively, compare to the compensation actually paid to our NEOs for the years shown. As noted above, the amounts of “compensation actually paid” as used in this section and in the following graphs were calculated in accordance with SEC rules and do not represent the compensation actually received by our NEOs during the applicable years.

  212. Relationship between compensation actually paid to our NEOs and company performance

    | 66 | 2024 Proxy Statement |