DEF 14A of ExlService Holdings, Inc., Apr 29, 2024

DEF 14A of ExlService Holdings, Inc.

Filed Apr 29, 2024 · FY20230001193125-24-121970

Open on EDGAR

  1. Director nominees - skills matrix

    Director nominees - skills matrix Our director nominees review and indicate whether they are experts in each of the skills and areas of experience listed below. An “expert,” for purpose of the skills set forth in this skill matrix, means an individual who, based on career experience (other than as an EXL director), has developed and continues to maintain comprehensive knowledge and command over the subject matter, including relevant updates. Definitions for each of these skills, as well as a description for how these are considered for candidates for directors, can be found under “Director Qualifications” beginning on page 29 of this Proxy Statement.

  2. Director nominees - skills matrix

    | | | | | | | | | | | | | | | | Finance and accounting | Executive leadership | Public company governance | Analytics | Human capital management | Digital operations and solutions | Marketing | Global experience | Risk oversight and management | Information and cyber security | ESG | Mergers and acquisitions | | Rohit Kapoor | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | Vikram Pandit | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | | | ✓ | | Thomas Bartlett | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | | ✓ | | Andreas Fibig | | ✓ | ✓ | | ✓ | | ✓ | ✓ | | | ✓ | ✓ | | Kristy Pipes | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | | | | Nitin Sahney | ✓ | ✓ | ✓ | | | | | | | | | ✓ | | Jaynie Studenmund | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Sarah K. Williamson | ✓ | ✓ | ✓ | | | | | ✓ | ✓ | | ✓ | ✓ |

  3. Director nominees - skills matrix

    | 8 | / | EXL 2024 Proxy Statement |

  4. Board independence

    | • | Annual incentive program: Our annual incentive program continued to use the same, formulaic performance criteria for 2023 as it has been using for several years, which includes: |

  5. Board independence

    | In 2023, we achieved 100.6% of our revenue performance target, and 101.4% of our AOPM target resulting in annual incentive payout calculations for our named executive officers, ranging from 113% of target performance to 133% of target performance. |

  6. Board independence

    | • | Long-term equity incentive program: We also continued our equity incentive program, which in 2023 included granting a balanced mix of time-vested restricted stock units and performance-based restricted stock units to all of our named executive officers. The performance-based restricted stock units were comprised of relative total stockholder return-linked restricted stock units and revenue-linked restricted stock units. |

  7. Board independence

    | In 2023, we also granted one-time stock options to all the members of our Executive Committee (which includes our named executive officers), except for our Chair and CEO. |

  8. Board independence

    | This was the third and final performance year for the performance-based restricted stock units granted in 2021, which were linked to the Company’s TSR performance relative to a peer group. The Company’s TSR performance was at the 96th percentile among its peer group, resulting in the executives earning 200% of the target funding of those grants. |

  9. Nominees for election at the Annual Meeting - Biographical information

    Nominees for election at the Annual Meeting - Biographical information

  10. Nominees for election at the Annual Meeting - Biographical information

    | Rohit Kapoor Director since November 2002 | Chair (since 2024) and CEO (since 2008) | Non-independent |

  11. Nominees for election at the Annual Meeting - Biographical information

    | | | Age: 59 — co-founded EXL in April 1999 and has served as our Chair and CEO since April 2024, and previously our Vice Chair and CEO since April 2012 and as a director since November 2002. He previously served as our President and CEO from May 2008 to March 2012. Mr. Kapoor’s business experience, skills and directorships are detailed below. The Company has concluded that, in connection with Mr. Kapoor’s experience as a founder and current role as CEO of the Company, Mr. Kapoor should serve as a director. Committees: N/A Business experience at the Company • Chair and CEO (2024 - present) • Vice Chair and CEO (2012 - 2024) • President and CEO (2008 - 2012) • Various senior leadership roles, including CFO and COO (2000 - 2008) Other business experience • Business head, Deutsche Bank, a financial services provider (1999 - 2000) • Various capacities at Bank of America in the United States and Asia, including India (1991 - 1999) Other relevant experience • Lead independent director, director and member of the audit committee, CA Technologies, Inc. (NASDAQ: CA), a software services company (2011 - 2018) • Member, Board of Directors, American India Foundation (AIF) • Member, Board of Directors, Pratham (Tristate Chapter) | | | SKILLS | | | | Finance and accounting | | | | Executive leadership (within the last 5 years) | | | | Public company governance | | | | Analytics | | | | Human capital management | | | | Digital operations and solutions | | | | Marketing | | | | Global experience | | | | Risk oversight and management | | | | Mergers and acquisitions | |

  12. Nominees for election at the Annual Meeting - Biographical information

    | EXL 2024 Proxy Statement | / | 17 |

  13. Nominees for election at the Annual Meeting - Biographical information

    | Vikram S. Pandit Director since October 2018 | Lead Director since 2024 (Chair of Board from 2022 - 2024) | Independent |

  14. Nominees for election at the Annual Meeting - Biographical information

    | | | Age: 67 — is Chairman and Chief Executive Officer of The Orogen Group, which makes significant long-term strategic investments in financial services companies and related businesses. Mr. Pandit’s business experience, skills and directorships are detailed below. The Company has concluded, based in part on Mr. Pandit’s more than 30 years of experience in the financial services industry, including his experience as Chief Executive Officer, and a member of the board of directors, of Citigroup Inc. (NYSE: C), that Mr. Pandit should serve as a director. Committees: • Compensation and Talent Management; Nominating and Governance Business experience • Chairman and Chief Executive Officer, The Orogen Group LLC (July 2016 - present) • Chairman, TGG Group (February 2014 - June 2016) • Chief Executive Officer, Citigroup Inc. (December 2007 - October 2012) Public directorships during past five years • Director and member of the nominating and governance and finance committees, Virtusa Corporation (NASDAQ: VRTU) (2017 - 2021) • Lead Independent Director, chair of the human resources and compensation committee and member of the corporate governance and nominating committee, former member of the audit committee, Bombardier Inc. (TSX: BBD) (2014 - 2021) Other relevant experience • Director, Citigroup Inc. (December 2007 - October 2012) • Director, Fair Square Financial Holdings (2017 - 2021) • Director, Westcor Land Title Insurance Company (2020 - present) • Chairman, JM Financial Credit Solutions Ltd. (2014 - present) • Member of the Board of Overseers of Columbia Business School • Member of the Board of Visitors of Columbia School of Engineering and Applied Science | | | SKILLS | | | | Finance and accounting | | | | Executive leadership (within the last 5 years) | | | | Public company governance | | | | Analytics | | | | Human capital management | | | | Digital operations and solutions | | | | Global experience | | | | Mergers and acquisitions | |

  15. Nominees for election at the Annual Meeting - Biographical information

    | 18 | / | EXL 2024 Proxy Statement |

  16. Nominees for election at the Annual Meeting - Biographical information

    | Thomas Bartlett Director since March 2024 | Independent |

  17. Nominees for election at the Annual Meeting - Biographical information

    | | | Age: 66 — is a seasoned business executive with extensive experience in technology and management of real estate. Mr. Bartlett’s business experience, skills and directorships are detailed below. The Company has concluded, based in part on Mr. Bartlett’s experience as the former Chief Executive Officer of American Tower Corporation, as well as his prior executive experience at Verizon Communications, that Mr. Bartlett should serve as a director. Committees: • Audit*; Nominating and Governance Business experience • Former Chief Executive Officer of American Tower Corporation (2020-2023); Executive vice president and chief financial officer (2009-2020); Treasurer (July 2017-Nov. 2018, 2012-2013) • Various operations and business development roles with predecessor companies and affiliates, including most recently senior vice president and corporate controller, Verizon Communications (1984-2009) • Began career at Deloitte, Haskins & Sells Public directorships during past five years • Director and member of the audit committee and the compensation committee, Otis Worldwide Corporation (NYSE: OTIS) (2023-present) • Director and member of the audit committee and chair of the finance committee, Equinix, Inc. (Nasdaq: EQIX) (2013-2021) • Director, American Tower Corporation (NYSE: AMT) (2020-2024) Other relevant experience • Member, Board of Advisors of the Rutgers Business School • Member, Samaritans Advisory Council • Former member, Business Roundtable • Former member, Massachusetts Institute of Technology Presidential CEO Advisory Board • Former member, World Economic Forum’s Information and Communications Technology Board of Governors • Former member, National Association of Real Estate Investment Trust (NAREIT) Executive Committee | | | SKILLS | | | | Finance and accounting | | | | Executive leadership (within the last 5 years) | | | | Public company governance | | | | Human capital management | | | | Digital operations and solutions | | | | Global experience | | | | Risk oversight and management | | | | Mergers and acquisitions | |

  18. Nominees for election at the Annual Meeting - Biographical information

    | EXL 2024 Proxy Statement | / | 19 |

  19. Nominees for election at the Annual Meeting - Biographical information

    | Andreas Fibig Director since January 2023 | independent |

  20. Nominees for election at the Annual Meeting - Biographical information

    | | | Age: 62 — is a leader in the biosciences, healthcare and pharmaceutical industries. Mr. Fibig’s business experience, skills and directorships are detailed below. The Company has concluded, based in part on Mr. Fibig’s experience as Chairman and CEO of International Flavors & Fragrance, Inc. and his expertise from over 25 years in the biosciences, healthcare and the pharmaceutical industries, as well as in ESG, that Mr. Fibig should serve as a director. Committees: • Audit; Nominating and Governance Committee Business experience • Chairman and Chief Executive Officer, International Flavors & Fragrances, Inc., a food ingredients, beverage, scent, healthcare and biosciences company (2014 - 2022) • President and Chairman of the Board of Management, Bayer Healthcare Pharmaceuticals, LLC a global pharmaceutical company (2008 - 2014) • Senior Vice President/General Manager and various leadership positions, Pfizer, Inc., a multinational pharmaceutical and biotechnology company (2000 - 2008)) Public directorships during past five years • Director, International Flavors & Fragrances, Inc. (2011 - 2022, Chairman from 2014 - 2022) • Independent director and member of the research and development committee, former member of the audit committee, Novo-Nordisk A/S (NYSE: NVO), a global healthcare company (2018 - present) • Independent director and member of the audit committee and finance and risk policy committee, Bunge Limited (NYSE: BG), a global agribusiness and food company (2016 - 2018) Other relevant experience • Chairman, Simtra (formerly Baxter Bioscience), a pharmaceutical contract development and manufacturing organization (2023 - present) • Director, Indigo Agriculture, an agricultural technology company (2022 - present) • Director, EvodiaBio, a bioindustrial aroma company (2022 - present) | | | SKILLS | | | | Executive leadership (within the last 5 years) | | | | Public company governance | | | | Human capital management | | | | Marketing | | | | Global experience | | | | ESG | | | | Mergers and acquisitions | |

  21. Nominees for election at the Annual Meeting - Biographical information

    | 20 | / | EXL 2024 Proxy Statement |

  22. Nominees for election at the Annual Meeting - Biographical information

    | Kristy Pipes Director since January 2021 | independent |

  23. Nominees for election at the Annual Meeting - Biographical information

    | | | Age: 65 — is a leader in the professional services industry. Ms. Pipes’s business experience, skills and directorships are detailed below. The Company has concluded, based in part on Ms. Pipes’s experience as the Chief Financial Officer and as a member of the Management Committee of Deloitte Consulting, LLP and her expertise in the consulting and financial services industry that Ms. Pipes should serve as a director. Committees: • Audit (Chair)*; Compensation and Talent Management Business experience • Chief Financial Officer, member of the Management Committee and various leadership positions, Deloitte Consulting LLP, a management consulting firm (1999 - 2019) • Vice President and Manager, Finance Division, Transamerica Life Companies (1997 - 1999) • Senior Vice President and Chief of Staff for the President and CEO, among other senior management positions, First Interstate Bank of California (1985 - 1996) Public directorships during past five years • Director and chair of the audit committee, and member of the nominating, governance and sustainability committee, Public Storage (NYSE: PSA), an international self storage company (2020 - present) • Director and chair of the audit committee, AECOM (NYSE: ACM), an international infrastructure consulting firm (2022 - present) • Director and member of the nominating, governance, and sustainability committee, Savers Value Village (NYSE: SVV) one of the world’s largest thrift retailers (2023 - present) • Director and chair of the audit committee, and member of the nominating/corporate governance committee, PS Business Parks, Inc. (NYSE: PSB), a commercial property real estate investment trust (2019 - 2022) | | | SKILLS | | | | Finance and accounting | | | | Executive leadership | | | | Public company governance | | | | Analytics | | | | Human capital management | | | | Global experience | | | | Risk oversight and management | | | | Information and cybersecurity | |

  24. Nominees for election at the Annual Meeting - Biographical information

    | EXL 2024 Proxy Statement | / | 21 |

  25. Nominees for election at the Annual Meeting - Biographical information

    | Nitin Sahney Director since January 2016 | Independent |

  26. Nominees for election at the Annual Meeting - Biographical information

    | | | Age: 61 — Is a leader in the healthcare industry with over 25 years of experience across all areas of healthcare. Mr. Sahney’s business experience, skills and directorships are detailed below. The Company has concluded, based in part on Mr. Sahney’s experience as CEO of PharmaCord and Omnicare, Inc. and his expertise in the healthcare industry garnered from more than two decades of experience, that Mr. Sahney should serve as a director. Committees: • Nominating and Governance (Chair); Audit Business experience • Founder, Member-Manager and Chief Executive Officer, PharmaCord, LLC, a company that helps biopharma manufacturers address product access hurdles (2016 - present) • Operating Advisor, Clayton Dubilier & Rice Funds, a private equity firm (2016 - 2017) • President and CEO (2014 - 2015) and President and COO (2012 - 2014) of Omnicare Inc., a former New York Stock Exchange-listed Fortune 500 company in the long-term care and specialty care industries • Manager of a healthcare investment fund (2008 - 2010) • Founder and CEO of RxCrossroads, a specialty pharmaceutical company (2001 - 2007) • Prior leadership positions with Cardinal Healthcare, a global healthcare services and products company Public directorships during past five years • Director and member of the audit committee and the nominating and governance committee, Option Care Health, Inc. (NASDAQ: OPCH) (2019 - 2023) Other relevant experience • Member of the Board of Trustees, University of Louisville (2016 - 2019) | | | SKILLS | | | | Finance and accounting | | | | Executive leadership (within the last 5 years) | | | | Public company governance | | | | Mergers and acquisitions | |

  27. Nominees for election at the Annual Meeting - Biographical information

    | 22 | / | EXL 2024 Proxy Statement |

  28. Nominees for election at the Annual Meeting - Biographical information

    | Jaynie Studenmund Director since September 2018 | independent |

  29. Nominees for election at the Annual Meeting - Biographical information

    | | | Age: 69 — is a seasoned executive with significant experience as a top line executive leading financial services and digital companies. She also has extensive experience as a public company director. Ms. Studenmund’s business experience, skills and directorships are detailed below. The Company has concluded, based in part on Ms. Studenmund’s extensive public company board experience, together with her knowledge and experience in the digital, financial services, health care and consumer business sectors, and her expertise in compensation and corporate governance, that Ms. Studenmund should serve as a director. Committees: • Compensation and Talent Management (Chair), Audit* Business experience • Chief Operating Officer, Overture Services, a pioneer in paid search and search engine marketing (2001 - 2004) • President & Chief Operating Officer, PayMyBills, the leading consumer bill payment and presentment company (1999 - 2001) • Previously for over two decades served as Executive Vice President and Head of Consumer and Business Banking for three of the nation’s largest banks at the time and primarily for First Interstate of California. Today, these three banks form the backbone of Chase’s and Wells Fargo’s consumer business in California following the era of bank consolidation. • Management Consultant, Booz, Allen & Hamilton Public directorships during past five years • Director and chair of the compensation committee and member of the risk management committee, Pacific Premier Bancorp (Nasdaq: PPBI), a top performing regional bank (2019 -present) • Director and member of the contracts committee, audit committee and nomination and governance committee, Western Asset Management funds, a major global fixed income fund, and director of affiliated funds for Western Asset Management (2004 - present) • Director and chair of the compensation committee and member of the nominating and governance committee, CoreLogic, Inc. (NYSE: CLGX) until its acquisition in 2021 (2012 -2021) Other relevant experience • Director, compensation committee chair and member of the compliance committee, Pinnacle Entertainment (Nasdaq: PNK) until its acquisition in 2018 (2012 - 2018) • Member of the National Association of Corporate Directors (“NACD”) Directorship 100, 2021, as one of the top public company directors in the U.S.; Named to Women Inc.’s 2019 Most Influential Corporate Directors listing • Board chair emeritus and life trustee, Huntington Health, an affiliate of Cedars Sinai Health • Trustee and board member, and member of the finance, audit and compensation committees, J. Paul Getty Trust | | | SKILLS | | | | Finance and accounting | | | | Executive leadership | | | | Public company governance | | | | Analytics | | | | Human capital management | | | | Digital operations and solutions | | | | Marketing | | | | Global experience | | | | Risk oversight and management | | | | ESG | | | | Mergers and acquisitions | |

  30. Nominees for election at the Annual Meeting - Biographical information

    | EXL 2024 Proxy Statement | / | 23 |

  31. Nominees for election at the Annual Meeting - Biographical information

    | Sarah K. Williamson Director since June 2023 | Independent |

  32. Nominees for election at the Annual Meeting - Biographical information

    | | | Age: 60 — is a leader in the global financial services and investment industries. Ms. Williamson’s business experience, skills and directorships are detailed below. The Company has concluded, based in part on Ms. Williamson’s experience as the Chief Executive Officer of FCLTGlobal, as well as her prior experience at Wellington Management Company, LLP and her expertise in the global financial services and investment industries, that Ms. Williamson should serve as a director. Committees: • Audit*; Nominating and Governance Business experience • Chief Executive Officer, FCLTGlobal, a not-for-profit organization dedicated to encouraging long-term behaviors in business and investment decision-making (2016 - present) • Partner, Global Director of Alternative Investments, among other senior positions, Wellington Management Company LLP, a private independent investment management firm (1995 - 2016) • Senior Consultant, McKinsey & Company (1989-1994) Public directorships during past five years • Director and member of the audit committee and the compensation committee, Evercore (NYSE: EVR), a public investment bank (2018 - present) Other relevant experience • Board chair, Whitehead Institute for Biomedical Research, a non-profit research institution at the Massachusetts Institute of Technology • Member of the board, MITIMCo, the Massachusetts Institute of Technology Investment Management Company • Member of the board, Women’s Foundation of Boston • Member, Council on Foreign Relations, an independent American think tank focused on international relations and U.S. foreign policy | | | SKILLS | | | | Finance and accounting | | | | Executive leadership (within the last 5 years) | | | | Public company governance | | | | Global experience | | | | Risk oversight and management | | | | ESG | | | | Mergers and acquisitions | |

  33. Nominees for election at the Annual Meeting - Biographical information

    | 24 | / | EXL 2024 Proxy Statement |

  34. Nominees for election at the Annual Meeting - Biographical information

    Corporate governance Director independence In determining director independence, the board of directors considered the transactions and relationships set forth below under “Certain Relationships and Related Person Transactions—Related Party Transactions” and routine service arrangements between the Company and Westcor Land Title Insurance Company (“Westcor”). During 2023, one of our directors, Mr. Pandit, served as a non-executive director and, through his ownership in The Orogen Group (see below for information on Mr. Pandit’s relationship with The Orogen Group), owned an immaterial indirect equity interest, in Westcor. Mr. Pandit is not, and was not during 2023, a partner, controlling shareholder or executive officer of Westcor. Based on its review of all applicable relationships, our board of directors has determined that all of the members on our board of directors, other than Mr. Kapoor, meet the independence requirements of the Nasdaq Stock Market and federal securities laws. Meeting attendance We expect our directors to attend all board meetings and meetings of committees on which they serve. We also expect our directors to spend sufficient time and meet as frequently as necessary to discharge their responsibilities properly. It is our policy that all of our directors standing for election should attend our Annual Meetings of Stockholders absent exceptional cause.

  35. Compensation and Talent Management Committee

    Compensation and Talent Management Committee Our Compensation and Talent Management Committee reviews and recommends policies relating to compensation and benefits of our directors, officers and employees and is responsible for approving the compensation of our Chair and CEO and other executive officers, as well as our employee benefits policies, programs and administration. The committee reviews, evaluates and makes recommendations to our board of directors with respect to our incentive compensation plans and equity-based plans and administers the issuance of awards under our equity incentive plans. It also provides oversight with respect to human capital management matters, including diversity, equity and inclusion, and talent and leadership engagement, development and training. The committee’s charter permits the committee to form and delegate authority to subcommittees when appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements of the Nasdaq Stock Market. The Compensation and Talent Management Committee charter also permits the committee to retain advisors, consultants or other professionals to assist the committee to evaluate director, Chair and CEO or other senior executive compensation and to carry out its duties. For 2023, our Compensation and Talent Management Committee retained the services of Farient Advisors LLC (“Farient”), a qualified and independent compensation consultant, to aid the committee in performing its review of executive compensation including executive compensation benchmarking and peer group analysis. Our Compensation and Talent Management Committee annually reviews and assesses the adequacy of its charter and its own performance. Additional information regarding our Compensation and Talent Management Committee’s processes and procedures for considering executive compensation are addressed in the Compensation Discussion and Analysis below.

  36. Employee health, safety and wellbeing

    Sustainability scorecard Environmental, social and governance matters and pay-for-performance at EXL A portion of our CEO’s total compensation is tied to the achievement of specific performance goals relating to ESG matters. For more information, see “Detailed review of compensation components – Annual incentives – Determination of individual performance measure achievement” on page 75. Sustainability oversight For more information on our oversight of sustainability and ESG-related matters and risks, see “Sustainability risk management” on page 41. Learn more about sustainability and environmental, social and governance matters at EXL Please visit www.exlservice.com/about/sustainability to learn more about our efforts toward sustainability and the impacts we are making on our communities and the environment. Information on our website referred to in this Proxy Statement does not constitute a part of this Proxy Statement.

  37. Employee health, safety and wellbeing

    | 56 | / | EXL 2024 Proxy Statement |

  38. Employee health, safety and wellbeing

    Our Executive Committee From back left: Vivek Jetley, President of EXL and Business Head, Analytics, Vikas Bhalla, President of EXL and Business Head, Insurance, Anita Mahon, Executive Vice President and Business Head, Healthcare, Narasimha Kini, Executive Vice President and Business Head, Emerging Business, Maurizio Nicolelli, Executive Vice President and Chief Financial Officer, Pamela Harrison, Executive Vice President and Chief Human Resources Officer, Ajay Ayyappan, Executive Vice President, General Counsel and Corporate Secretary From front left: Andy Logani, Executive Vice President and Chief Digital Officer, Vishal Chhibbar, Executive Vice President and Chief Growth and Strategy Officer, Rohit Kapoor, Chair and CEO, Baljinder Singh, Executive Vice President, Global Chief Information Officer, and Head of Enterprise Digital Transformation

  39. Employee health, safety and wellbeing

    | EXL 2024 Proxy Statement | / | 57 |

  40. Employee health, safety and wellbeing

    Executive Committee biographies The following are biographies for each of the members of our Executive Committee. Of the members of our Executive Committee, Rohit Kapoor, Ajay Ayyappan, Vikas Bhalla, Vishal Chhibbar, Pamela Harrison, Vivek Jetley, Narasimha Kini, Anita Mahon and Maurizio Nicolelli are considered executive officers.

  41. Employee health, safety and wellbeing

    | | Rohit Kapoor (age 59) | Chair and CEO See section entitled “Our board of directors” above. | | | Ajay Ayyappan (age 46) | Executive Vice President, General Counsel and Corporate Secretary Mr. Ayyappan has served as our Executive Vice President, General Counsel and Corporate Secretary since February 2023. He previously served as our Senior Vice President, General Counsel and Corporate Secretary (December 2018 to February 2023), our Vice President, Acting General Counsel and Corporate Secretary (August 2018 to December 2018), our Vice President, Deputy General Counsel and Assistant Secretary (April 2014 to August 2018) and our Vice President and Assistant General Counsel (March 2007 to March 2014). Prior to joining us, Mr. Ayyappan was a corporate associate at the law firm, Morgan, Lewis & Bockius LLP. | | | Vikas Bhalla (age 52) | President of EXL and Business Head, Insurance Mr. Bhalla has served as our President of EXL and Business Head, Insurance since April 2024 and previously as our Executive Vice President and Business Head, Insurance since January 2014 and as our Head of Outsourcing since November 2009. He previously served as Vice President, Operations of EXL India (June 2006 to October 2009), as Vice President, Migrations, Quality and Process Excellence of EXL India (April 2002 to June 2006) and as Director, Quality Initiatives of EXL India (May 2001 to March 2002). From May 1998 to May 2001, Mr. Bhalla served in various capacities at General Electric, including as the Quality Leader and E-Business Leader for GE Plastics India. Mr. Bhalla is based in India. | | | Vishal Chhibbar (age 56) | Executive Vice President and Chief Growth and Strategy Officer Mr. Chhibbar has served as our Executive Vice President and Chief Growth and Strategy Officer since July 2023. Mr. Chhibbar was EXL’s chief financial officer from 2009 – 2019, and also previously served as the head of Finance and Accounting at EXL. Between 2019 and his return to EXL as chief financial officer at Brillio and president and chief financial officer of EPIQ. Mr. Chhibbar has also served in various financial leadership roles across companies such as GE Capital, American Express Bank and Xerox. | | | Pamela Harrison (age 59) | Executive Vice President and Chief Human Resources Officer Ms. Harrison has served as our Executive Vice President and Chief Human Resources Officers since June 2023. She previously served as executive vice president of human resources at Genworth Financial, and as a director of human resources of business transformation at Latham & Watkins LLP. |

  42. Employee health, safety and wellbeing

    | 58 | / | EXL 2024 Proxy Statement |

  43. Employee health, safety and wellbeing

    | | Vivek Jetley (age 49) | President of EXL and Business Head, Analytics Mr. Jetley has served as our President of EXL and Business Head, Analytics since April 2024 and previously as our Executive Vice President and Business Head, Analytics since January 2020. He previously served in various leadership roles with us, including heading enterprise strategy and setting up a strategic deal team. Mr. Jetley has been with EXL since 2006. Prior to joining us, Mr. Jetley was a Partner at Inductis. | | | Narasimha Kini (age 55) | Executive Vice President and Business Head, Emerging Business Mr. Kini has served as our Executive Vice President and Business Head, Emerging Business since October 2021. He previously served in several leadership roles with us, including in our strategic initiatives and finance and accounting services. Mr. Kini has been with EXL since 2001. Prior to joining us, Mr. Kini was a Finance Leader at Willis Faber. | | | Anand “Andy” Logani (age 47) | Executive Vice President and Chief Digital Officer Mr. Logani has served as our Executive Vice President and Chief Digital Officer since January 2024. Since joining EXL in 2001, he has served in various leadership positions with us, including as Chief Digital Officer and as our Global Head of Life & Annuity Insurance business. Prior to joining us, Mr. Logani was a member of the strategic sales team at Kuehne & Nagel. | | | Anita Mahon (age 55) | Executive Vice President and Business Head, Healthcare Ms. Mahon has served as our Executive Vice President and Business Head, Healthcare since May 2022, and previously served as our Executive Vice President and Chief Growth Officer (March 2020 to May 2022). Prior to joining us, Ms. Mahon served as Vice President, Data, Strategy & Portfolio Officer at IBM Watson Health, a business unit focused on developing cognitive and data-driven technologies to advance health. Ms. Mahon joined IBM in 2016 through its acquisition of Truven Health Analytics, a healthcare information and analytics business, where she served as Chief Strategy Officer. Prior to Truven, she held other leadership roles that placed her at the intersection of strategy, technology and analytics. | | | Maurizio Nicolelli (age 55) | Executive Vice President and Chief Financial Officer Mr. Nicolelli has served as our Executive Vice President and Chief Financial Officer since February 2020. Prior to joining the Company, Mr. Nicolelli served as Senior Vice President and Chief Financial Officer of Casa Systems beginning in 2019. He previously served 23 years at FactSet Research Systems, where he was Senior Vice President, Principal and Chief Financial Officer from 2009 to 2018. | | | Baljinder Singh (age 51) | Executive Vice President, Global Chief Information Officer, and Head of Enterprise Digital Transformation Mr. Singh has served as our Executive Vice President and Global Chief Information Officer since January 2024. Mr. Singh has been with EXL for more than 24 years, joining us as part of the founding leadership team. He has held several leadership roles at EXL across technology, transformation, digital solutions, platforms development, and information security. He is based in India. |

  44. Employee health, safety and wellbeing

    | EXL 2024 Proxy Statement | / | 59 |

  45. Employee health, safety and wellbeing

    Compensation Discussion and Analysis

  46. Select 2023 financial and business highlights

    | • | As of December 31, 2023, our 1-year TSR was -9.0% which was lower than our comparator groups; however, on a longer-term basis, our 3- and 5-year TSR of 81.2% and 193.1% far exceeded our comparator groups and reflect our long-term growth expectations and performance. |

  47. Summary of key compensation considerations & decisions in 2023

    | Items | Considerations and decisions | | Stockholder Input | Over 98% of our stockholders approved, on a non-binding basis (excluding broker non-votes), of our compensation of our NEOs. In 2023, we continued to engage with our stockholders about our executive compensation program, as described on page 65. | | Base Salaries | Base salaries that became effective on October 1, 2022 remained effective for 2023. There were no additional increases in 2023. | | Annual Incentives | We continued to base our annual incentives on achievement of Company goals (revenue and AOPM) and personal performance goals. In 2023, we delivered 100.6% of our revenue performance target and 101.4% of our AOPM target, resulting in annual incentive payout calculations for our NEOs, ranging from 113% of target performance to 133% of target performance of the named executive officers. | | Equity Incentives | In 2023, consistent with prior years, we granted time-based and performance-based restricted stock units to our NEOs. Performance-based restricted stock units are linked to the achievement of cumulative revenue and relative TSR. In addition, in 2023 we granted one-time stock option awards to a group of executives including our NEOs, other than the CEO. Both the time-based restricted stock units and stock options vest ratably over four years based on continued employment and the performance-based restricted stock units cliff vest at the end of a three-year performance period based on our achievement of the performance metrics. |

  48. Pay-for-performance

    | What we do | | What we don’t do | | | | Maintain an independent Compensation and Talent Management Committee and consultant: Compensation decisions for our NEOs are approved by a Compensation and Talent Management Committee composed of non-employee independent directors. Our Compensation and Talent Management Committee is advised by an independent consultant who reports directly to the Compensation and Talent Management Committee and provides no other services to the Company or management. | | Limited perquisites: We provide our named executive officers with only limited perquisites and personal benefits that serve an important business purpose in addition to the regular benefits offered to all employees. We consider the perquisites and personal benefits that we offer to our executives in India to be customary benefits which allow us to remain competitive for top talent. | | | Mitigate risks: The mix and design of our compensation programs serves to mitigate operational, financial, legal, regulatory, strategic and reputational risks. | | No tax gross-ups: We do not provide gross-ups to any of our named executive officers for any excise taxes imposed with respect to Section 280G (change-in-control payments) or Section 409A (nonqualified deferred compensation) of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the “Code”). | | | Maintain a clawback policy: We updated our clawback policy in 2023, to bring it into compliance with the newly adopted NASDAQ listing standards. In addition to mandating recoupment of erroneously awarded incentive based compensation in the event of a financial restatement as required under the new listing standards, our policy also allows for recoupment of compensation in the event of an executive’s misconduct and covers both performance-based and time-based equity awards. | | No hedging: We maintain a policy in which the following persons are prohibited from engaging in hedging transactions involving our shares and other securities: our directors and their secretaries and other assistants; our executive officers and their secretaries and other assistants; our employees in the accounting, finance and legal departments; the members and permanent invitees of our operating and executive committees; and all of our vice president level 2 and 3 officers (whom we refer to collectively as “Reporting Persons”). For this purpose, “hedging” refers to any strategy to offset or reduce the risk of price fluctuations in our shares or other securities or to protect, in whole or in part, against declines in the value of our shares or other securities. This prohibition thus applies to all transactions in derivative securities based on our stock such as other securities, including puts, calls, swaps and collar arrangements. | | | Maintain a robust stock ownership policy: We maintain a robust stock ownership policy that requires each covered executive to maintain aggregate stock ownership equal to at least two times his or her base salary (six times for the CEO). See page 71 for a discussion of that policy. We maintain a similar stock ownership policy for our non-employee directors. See page 81 for a discussion of that policy. As of December 15, 2023, all covered executives and directors were in compliance with the applicable stock ownership policy. | | No pledging: Under our policy mentioned above, Reporting Persons (as defined above) are only permitted to pledge shares of our stock that exceed those required to be owned under our stock ownership policy described above. |

  49. Pay-for-performance

    | Equity-based compensation should be higher for employees with higher levels of responsibility and greater influence on long-term results. | | To enable us to attract and retain top talent, compensation should reflect the value of the job in the marketplace. | | Compensation programs should be easy to understand. | | Compensation should be administered uniformly across the Company with clear-cut objectives and performance metrics. |

  50. Pay-for-performance

    | Company performance – Compensation and Talent Management Committee | Establishment of performance measures At the beginning of each year, or the end of the prior year, our Compensation and Talent Management Committee establishes the Company-wide and relevant business line performance measures on which our named executive officers’ annual cash incentive awards and equity incentive awards are largely based. These measures reflect targets that are intended to encourage stretch performance. Assessment of Company performance At the end of the performance period, the Compensation and Talent Management Committee reviews and certifies our performance achievement in relation to the pre-established targets, and considers the appropriateness of adjustments to the performance criteria and calculations of performance achievement to determine payout for cash and equity incentive awards. | | Individual performance – board of directors, Compensation and Talent Management Committee, and CEO | The evaluation of an individual’s performance determines a portion of the payouts under our annual incentive program and influences any changes in base salary for each of our named executive officers. Assessment of CEO performance For Mr. Kapoor, our board of directors reviews and provides feedback on a self-evaluation prepared by Mr. Kapoor. Once all directors have given feedback on Mr. Kapoor’s performance, our Lead Director and Chair of the Compensation and Talent Management Committee lead a comprehensive discussion of the full board of directors on Mr. Kapoor’s performance, leadership accomplishments and overall competence to evaluate the achievement of established objectives. Assessment of performance for all other NEOs and executive officers For all other NEOs and executive officers, Mr. Kapoor makes a performance assessment and compensation recommendation to our board of directors. He bases the performance assessments on our named executive officers’ self-evaluations and his performance assessments of each of them. Our board of directors reviews the performance assessments with Mr. Kapoor and evaluates the achievement of established objectives by each executive officer and his or her business line, if applicable, and his or her contribution to our performance, leadership accomplishments and overall competence. | | Other matters relevant to compensation decisions – Compensation and Talent Management Committee | Our Compensation and Talent Management Committee periodically reviews related matters such as succession planning and management, evaluation of management performance, changes in the scope of managerial responsibilities, and consideration of the business environment, and considers such matters in making compensation decisions. The Compensation and Talent Management Committee also takes into account an executive officer’s job responsibilities, performance, qualifications and skills in determining individual compensation levels. |

  51. Pay-for-performance

    | Independent compensation consultant | For 2023, the Compensation and Talent Management Committee retained the services of Farient, a qualified and independent compensation consultant, to aid the Compensation and Talent Management Committee in performing its duties. The Compensation and Talent Management Committee’s compensation consultant assists in: • reviewing our executive pay philosophy, • collecting and evaluating external market data regarding executive compensation and performance, • selecting peer group companies, • reviewing the Proxy Statement, • advising the Compensation and Talent Management Committee on developing trends and best practices in executive compensation and compensation governance, and • advising the Compensation and Talent Management Committee on incentive plan design that aligns with our strategy. In addition, Farient advises our Nominating and Corporate Governance Committee regarding director compensation. Other than performing these consulting services, Farient does not provide other services to us or our executive officers. We have affirmatively determined that no conflict of interest has arisen in connection with the work of Farient as compensation consultant for the Compensation and Talent Management Committee. | | | | Peer market data Compensation and Talent Management Committee and independent compensation consultants | We review peer compensation data on an annual basis in order to set compensation for each following year. At the time compensation decisions were made for our senior executive officers in 2023, our Compensation and Talent Management Committee reviewed publicly available compensation data. In partnership with our independent compensation consultant, we have established a list of criteria to assess the relevance of different companies to be included in our compensation peer group. The criteria by which we select our peers includes companies that are in similar industries, have similar business models (operating in similar markets, requiring similar executive talent skills and subject to similar market forces), and are within a revenue range of around half our revenues to four times our revenues. The following chart shows the peer group companies that we used to make 2023 compensation decisions, as well as the respective industries and 2023 revenues of each: | | | | | Company | Industry | 2023 Revenue ($MM, USD) | | | EPAM Systems, Inc. | IT Consulting and Other Services | $4,691 | | | Genpact Limited | Data Processing and Outsourced Services | $4,477 | | | Splunk Inc. | Application Software | $4,216 | | | Verisk Analytics, Inc. | Research and Consulting Services | $2,681 | | | TTEC Holdings, Inc. | Data Processing and Outsourced Services | $2,463 | | | Teradata Corporation | Systems Software | $1,833 | | | ExlService Holdings, Inc. | Data Processing and Outsourced Services | $1,631 | | | Fair Isaac Corporation | Application Software | $1,514 | | | WNS (Holdings) Limited | Data Processing and Outsourced Services | $1,224 | | | CGS Systems International, Inc. | Data Processing and Outsourced Services | $1,169 | | | MultiPlan Corporation | Health Care Technology | $962 | | | Perficient, Inc. | IT Consulting and Other Services | $907 | | | Guidewire Software, Inc. | Application Software | $905 |

  52. Pay-for-performance

    | In June of 2023, we updated the peer group companies that we used to make 2024 pay decisions as follows: CSG Systems and Multiplan were removed due to weak business model fit in both cases, and were replaced with Informatica, Thoughtworks Holding, and UIPath, which reflects our emphasis on technology-based consulting and analytics offerings. We use a separate peer group for measuring performance under our PRSUs, as described under “Compensation—Fiscal year 2023 awards.” Management also used compensation survey data from Aon Consulting, comprised of companies within our global industry with whom we compete for talent. While the Compensation and Talent Management Committee reviewed and considered the data provided by these surveys, it did not consider or review the compensation paid to executives at the component companies included within such surveys and did not use this information or any other data as a definitive benchmark to set executive compensation for fiscal year 2023. Our Compensation and Talent Management Committee reviews compensation information provided by Farient and other third-party data to evaluate each executive’s base salary, annual cash incentives and equity incentives when changes in compensation are considered. Compensation decisions are designed to promote our fundamental business objectives and strategy. Our Compensation and Talent Management Committee uses the compensation data to obtain a general understanding of current market practices, so it can design our executive compensation program to be competitive. Market data is not used exclusively, but rather as a point of reference to draw comparisons and distinctions. |

  53. Pay-for-performance

    | Compensation component | Description | Objectives | | Base salary | Fixed compensation that is reviewed annually and is based on performance, experience, responsibilities, skill set and market value. | Provide a base level of compensation that corresponds to the job function performed. Attract, retain, reward and motivate qualified and experienced executives. | | Annual incentives | “At-risk” compensation earned based on performance measured against pre-established annual goals. 75% of each NEO’s award is tied to Company-wide performance with the remaining 25% to the achievement of individualized goals. | Incentivize executives to achieve annual goals that ultimately contribute to long-term company growth and stockholder return. | | Long-term incentives | “At-risk” compensation in the form of equity awards whose value fluctuates according to stockholder value. RSU Awards: - 40% of the award vests based on continued service. - 60% vests based on achievement of revenue and total stockholder return goals. One-Time Option Awards (for all NEOs other than the CEO): - 100% of the award vests based on continued service. | Align executive interests with those of stockholders. Reward continuous service with the company. Incentivize executives to achieve goals that drive company performance over the long-term. |

  54. Pay-for-performance

    | Compensation component | Description | Objectives | | Other benefits | Broad-based benefits provided to company employees (e.g., health and group insurance), a retirement savings plan and other personal benefits where appropriate and as required by local law. | Provide a total compensation package that is competitive with the marketplace and addresses unique needs, especially for overseas executives. | | Severance and change in control protections | Protect executives during potentially tumultuous corporate transaction. Provide post-employment compensation upon other involuntary terminations. | Allow executives to focus on generating stockholder value during a change in control transaction. Provide market-competitive post-employment compensation recognizing executives likely require more time to find subsequent employment. |

  55. Base salary

    | Individual performance | The degree to which the executive met and exceeded expectations. | | Market data | Market data to test reasonableness of compensation. | | Overall compensation mix | Senior employees should have a greater portion of their compensation tied to increasing stockholder value. |

  56. Annual incentives

    Annual incentives We have established an annual cash incentive program in order to align our executive officers’ goals with our performance targets for the current year and to encourage meaningful contributions to our future financial performance. Our Compensation and Talent Management Committee approved the framework of our annual incentive program in late 2022 for awards payable in respect of 2023 performance. Under the program, annual incentive award target amounts, expressed as a percentage of base salary or annual fixed compensation, are established for participants at the beginning of each year. Funding of potential annual incentive award payouts for the year are determined by our financial results for the year relative to predetermined performance measures and our assessment of each named executive officer’s performance relative to his or her predetermined individual performance goals. If our performance falls short of target, our aggregate funding of the annual incentive pool declines. If we do not achieve a minimum threshold for the established financial performance objectives, then the annual incentive pool is not funded for that particular objective. The Compensation and Talent Management Committee has the discretion under the 2018 Plan to adjust an award payout from the amount yielded by the formula at the end of the performance period for reasons including, but not limited to, the effect of changes in laws or regulatory rules, acquisitions or divestitures, reorganization or restructuring, extraordinary accounting items, foreign exchange gains or losses, and/or any specific unusual or non-recurring events. The Compensation and Talent Management Committee did not apply any such discretionary adjustments for the 2023 annual incentive awards.

  57. Annual incentives

    | 72 | / | EXL 2024 Proxy Statement |

  58. Annual incentives

    Our Compensation and Talent Management Committee considered the following when establishing the awards for 2023:

  59. Annual incentive award targets

    Annual incentive award targets Annual incentive award targets were established based on job responsibilities and comparable market data. Our objective was to set targets such that total annual cash compensation was within the broad middle range of market data and a substantial portion of that compensation was linked to our performance. Our Compensation and Talent Management Committee established the following annual incentive award targets (expressed as a percentage of base salary or annual fixed compensation) as well as maximum targets for each named executive officer for 2023, which remained unchanged versus the prior year.

  60. Annual incentive award targets

    | Name | Annual incentive award target | Annual incentive award maximum | | Rohit Kapoor | 150% of base salary | 300% of base salary | | Maurizio Nicolelli | 75% of base salary | 150% of base salary | | Vikas Bhalla | 75% of annual fixed compensation | 150% of annual fixed compensation | | Vivek Jetley | 75% of base salary | 150% of base salary | | Anita Mahon | 75% of base salary | 150% of base salary |

  61. Performance measures

    Performance measures Our executives were eligible to earn annual incentives with 75% of the award based on their achievement of Company-wide performance metrics and the remaining 25% of the award based on individual performance. Consistent with prior years, the Company-wide portion of 2023 annual incentives was based 50% in part on the Company’s revenue goal, and 50% in part on the Company’s adjusted operating profit margin (AOPM) for all employees, including our named executive officers. Individual performance goals are unique to each of our executive positions within the organization. The Compensation and Talent Management Committee believes achievement of these performance metrics will drive our business and, in turn, lead to increased stockholder value.

  62. Performance measures

    | EXL 2024 Proxy Statement | / | 73 |

  63. Determination of individual performance measure achievement

    | Name | Overall Percentage Attainment of Target Bonus | 2023 Actual annual incentive awarded ($)(1) | | Rohit Kapoor | 124% | 1,514,253 | | Maurizio Nicolelli | 120% | 459,441 | | Vikas Bhalla | 128% | 320,917 | | Vivek Jetley | 113% | 422,307 | | Anita Mahon | 133% | 447,577 |

  64. Long-term equity incentives

    Long-term equity incentives The Compensation and Talent Management Committee believes long-term equity awards provide employees with the incentive to stay with us for longer periods of time, which in turn provides greater stability as we grow. These incentives foster the long-term perspective necessary for continued success in our business because the value of the awards is directly linked to long-term performance of our stock price, thereby ensuring that our executive officers are properly focused on stockholder value. The Compensation and Talent Management Committee elects to grant time-vested and performance-vested restricted stock unit awards because these awards offer executives the opportunity to receive shares of our common stock on or shortly following the date that the restrictions lapse. Such awards serve both to reward and retain executives because value is linked to the price of our stock, the executive must generally remain employed by the Company through the date that the restrictions lapse, and the performance-vested awards require achievement of certain performance goals. For these reasons, restricted stock unit awards provide a significant degree of alignment between the interests of our executives and stockholders. The Compensation and Talent Management Committee also believes that the mix between Time-Vested RSUs and Performance-Vested RSUs provides an appropriate balance between incentivizing our executives to continue their employment with the Company and ensuring they are focused on generating long-term financial performance and sustained stockholder value, which, in turn, results in additional compensation.

  65. Long-term equity incentives

    | 76 | / | EXL 2024 Proxy Statement |

  66. 2023 Annual Restricted Stock Unit Awards

    2023 Annual Restricted Stock Unit Awards Under our equity compensation program, our named executive officers received restricted stock units under the 2018 Omnibus Incentive Plan approved by the Company’s stockholders at the annual meeting of stockholders held in June 2018 (the “2018 Plan”). 40% of the restricted stock units vest based on continued employment over four years, and 60% percent of the restricted stock units may be earned based on our relative TSR performance and our revenue performance during a three-year performance period, as shown below.

  67. 2023 Annual Restricted Stock Unit Awards

    | 40% | + | 36% | + | 24% | = | Total | | Time-vested RSUs | | Relative TSR-linked PRSUs | | Revenue-linked PRSUs | | Restricted Stock Unit Award |

  68. 2023 Annual Restricted Stock Unit Awards

    Our Compensation and Talent Management Committee selected revenue and relative TSR as the performance measures for the PRSUs because revenue is a key driver of stockholder value, thus aligning stockholder and executive interests and relative TSR incorporates a comparative component that requires our stock to outperform our industry classification peers for awards to vest. In addition, both the revenue and relative TSR performance measures encourage a focus on our strategic goals of long-term financial performance and market share growth.

  69. 2023 Option Awards

    2023 Option Awards In June 2023, the Compensation and Talent Management Committee granted stock options to all NEOs other than the CEO. The goal of the grants was to provide wealth creation opportunities that are aligned to stockholder value and to position these NEOS’ total direct compensation for 2023 at median or above in response to the very competitive talent market in which the Company is operating. Accordingly, the Compensation and Talent Management Committee elected stock options as the vehicle for these grants in order to incentivize recipients to increase the value of the Company’s stock price, and further align their interests with those of our stockholders, as the options are only valuable to the recipients if our stock price appreciates over the exercise price. The grants vest in four equal installments on the first four anniversaries of the grant date.

  70. 2023 Option Awards

    The table below shows the target dollar value of Time-Vested RSUs, Performance-Vested RSUs and options our Compensation and Talent Management Committee awarded our named executive officers in 2023. In general, the Compensation and Talent Management Committee believes that the size of the award granted to an executive officer should increase based on the executive officer’s level of responsibility within the Company. The number of shares subject to each NEO’s Time-Vested RSU and Performance-Vested RSU (assuming a “target” level of performance) was determined by dividing the NEO’s target dollar value by the average stock closing price for the preceding month. The number of shares subject to each NEO’s option grant was determined by dividing the applicable target option value by the Black Scholes value of a share ($12.03 on a post-stock split basis).

  71. 2023 Option Awards

    | Name | Target Time-Vested RSUs ($) | Target Revenue-Linked PRSUs ($) | Target Relative TSR-Linked PRSUs ($) | Target Option Awards ($) | | Rohit Kapoor | 3,560,000 | 2,136,000 | 3,204,000 | — | | Maurizio Nicolelli | 560,000 | 336,000 | 504,000 | 1,500,000 | | Vikas Bhalla | 600,000 | 360,000 | 540,000 | 3,000,000 | | Vivek Jetley | 600,000 | 360,000 | 540,000 | 3,000,000 | | Anita Mahon | 440,000 | 264,000 | 396,000 | 1,500,000 |

  72. 2023 Option Awards

    | • | The “Time-Vested RSUs” will vest in increments of 25% on each of the first four anniversaries of the grant date, subject to continuous service with the Company through the applicable vesting date. |

  73. 2023 Option Awards

    | – | The Compensation and Talent Management Committee believes these Time-Vested RSUs provide an important role in promoting retention of our executive officers. |

  74. 2023 Option Awards

    | • | The “Performance-Vested” portion of the 2023 RSUs (“PRSUs”) are split into two types that each vest based on separate performance measures as follows: |

  75. 2023 Option Awards

    | – | Revenue-Linked PRSUs: 40% of these performance-based restricted stock unit awards will cliff-vest on December 31 of the third fiscal year in the performance period, subject to achievement of threshold Company revenues against an aggregate revenue target over the grant’s three-year performance period of January 1, 2023, to December 31, 2025, and continuous employment through December 31, 2025. The ultimate amount of Revenue-Linked PRSUs that a recipient earns may be up to 200% of the target award of Revenue-Linked PRSUs. To the extent the Company’s revenue falls in between the outlined target achievements, the percentage of Revenue-Based PRSUs earned will be determined based on straight line interpolation. The chart below sets forth the revenue target achievement thresholds and corresponding funding percentage: |

  76. 2023 Option Awards

    | – | Relative TSR-Linked PRSUs: The remaining 60% of the performance-based restricted stock unit awards cliff-vests on December 31 of the third fiscal year in the performance period, based on the achievement of a threshold level of relative total stockholder return performance of the Company against a performance peer group over the grant’s three-year performance period of January 1, 2023, to December 31, 2025, and continuous employment through December 31, 2025. The Company’s TSR for the TSR performance period will be computed and then compared to the TSR of the companies in the “performance peer group,” which is comprised of the public companies traded on either the NYSE or NASDAQ stock markets in our 8-digit Global Industry Classification Standard sub-industry group. In the Compensation and Talent Management Committee’s view, this comparator set is more appropriate than the compensation peer group for this purpose as it provides a more robust comparison of our performance to the marketplace by the inclusion of more companies and elimination of size as a selection criterion, which is more relevant for compensation than performance comparison. For the Relative TSR-Linked PRSUs granted in 2023, the Company included a negative TSR cap. Under the negative TSR cap, if the total stockholder return is negative over the course of the three-year performance period, no named executive officer may receive greater than 100% funding of the TSR-Linked PRSUs. |

  77. 2023 Option Awards

    | The percentage of Relative TSR-Linked PRSUs earned will be determined based on straight-line interpolation to the extent the Company’s TSR falls in between the 20th and 80th percentiles, as per the chart below: |

  78. 2023 Option Awards

    | TSR peer group percentile | Percentage of Relative TSR-Linked PRSUs earned | | 80.0 or more | 200% | | 65.0 | 150% | | 50.0 | 100% | | 35.0 | 50% | | 21.0 | 3.33% | | 20.0 or less | 0% |

  79. Payout of awards granted in prior fiscal years

    Payout of awards granted in prior fiscal years This was the third and final performance year for the 2021 performance-based restricted stock units, which exclusively had a relative TSR metric. The Company’s TSR performance was at the 96th percentile among its peer group, resulting in the executives earning 200% of the 2021 relative TSR-linked restricted stock units pursuant to the terms of the original grant.

  80. Payout of awards granted in prior fiscal years

    | Performance Metric | Threshold (3.33%) | Target (100%) | Maximum (200%) | Actual Performance | | TSR(1) | 21st percentile | 50th percentile | 80th or > percentile | 96th percentile | | 2021-2023 PSU Final Payout Percentage: 200% | | | | |

  81. Payout of awards granted in prior fiscal years

    | (1) As noted above, the TSR peer group for this performance metric is comprised of the public companies traded on either the NYSE or NASDAQ stock markets in our 8-digit Global Industry Classification Standard sub-industry group. |

  82. Severance and change-in-control benefits

    Severance and change-in-control benefits Each named executive officer is party to an employment agreement that sets forth the terms of his or her employment, including compensation, which was negotiated through arms’-length contract negotiations. Under these employment agreements or letters, we are obligated to pay severance or other enhanced benefits upon termination of their employment. A discussion of the

  83. Severance and change-in-control benefits

    | EXL 2024 Proxy Statement | / | 81 |

  84. Severance and change-in-control benefits

    severance and other enhanced benefits provided to our named executive officers is provided under “Potential payments upon termination or change in control at fiscal 2023 year-end” beginning on page 90. We have provided change-in-control severance protection for some of our executive officers, including our named executive officers. Our Compensation and Talent Management Committee believes that such protection is intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control. In addition, for executive officers, the program is intended to align executive officers’ and stockholders’ interests by enabling executive officers to consider corporate transactions that are in the best interests of our stockholders and other constituents without undue concern over whether the transactions may jeopardize the executive officers’ own employment. Senior executive officers, including our named executive officers, have enhanced levels of benefits based on their job level, seniority and probable loss of employment after a change in control. We also consider it likely that it will take more time for senior executive officers to find new employment.

  85. Severance and change-in-control benefits

    | 82 | / | EXL 2024 Proxy Statement |

  86. Severance and change-in-control benefits

    Compensation and Talent Management Committee Report The Compensation and Talent Management Committee of the board of directors of ExlService Holdings, Inc. has reviewed and discussed the Compensation Discussion and Analysis with our management and, based on such review and discussion, has recommended to the board of directors of ExlService Holdings, Inc. that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and our Proxy Statement relating to the Annual Meeting.

  87. Compensation and Talent Management Committee

    | Name and principal position | Year | Salary ($)(1) | Bonus ($)(2) | Stock awards ($)(3) | Option awards ($)(3) | Non-equity incentive plan compensation ($)(4) | Change in pension value and nonqualified deferred compensation earnings ($)(5) | All other compensation ($) | Total ($) | | Rohit Kapoor | 2023 | 815,000 | — | 9,982,605 | — | 1,514,253 | — | 34,148(7) | 12,346,006 | | Chair & CEO | 2022 | 766,384 | — | 8,356,213 | — | 1,829,887 | — | 58,423 | 11,010,906 | | | 2021 | 742,603 | — | 7,209,918 | — | 2,050,000 | — | 31,068 | 10,033,589 | | Maurizio Nicolelli | 2023 | 510,000 | — | 1,570,763 | 1,615,392 | 459,441 | — | 10,947(8) | 4,166,543 | | Executive Vice President and CFO | 2022 | 483,822 | — | 1,810,865 | — | 554,929 | — | 9,654 | 2,859,270 | | | 2021 | 475,000 | 100,000(6) | 2,220,441 | — | 640,498 | — | 9,204 | 3,445,143 | | Vikas Bhalla | 2023 | 300,188 | — | 1,681,606 | 3,230,785 | 320,917 | 5,642 | 18,383(9) | 5,557,521 | | President of EXL and Business Head, Insurance | 2022 | 265,432 | — | 1,964,960 | — | 357,340 | 20,200 | 18,233 | 2,626,165 | | | 2021 | 276,716 | — | 2,711,454 | — | 444,718 | 16,865 | 19,034 | 3,468,787 | | Vivek Jetley | 2023 | 500,000 | — | 1,681,606 | 3,230,785 | 422,307 | — | 10,404 | 5,845,102 | | President of EXL and Business Head, Analytics | 2022 | 440,164 | — | 1,862,689 | — | 525,488 | — | 9,654(10) | 2,837,996 | | | 2021 | 415,068 | — | 2,429,371 | — | 586,146 | — | 9,204 | 3,439,789 | | Anita Mahon | 2023 | 450,000 | — | 1,234,421 | 1,615,392 | 447,577 | — | 10,404(11) | 3,757,795 | | Executive Vice President and Global Head, Healthcare | 2022 | — | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | — |

  88. Code Section 280G

    | Payments upon Termination | Death prior to a change in control ($) | Death after a change in control ($) | Disability ($) | Termination for good reason or without cause(1) ($) | Change in control ($) | Termination without cause or for good reason following change in control or termination without cause in specific contemplation of change in control ($) | Retirement | | Base salary payout | — | — | — | 1,630,000 | — | 1,630,000 | — | | Bonus payout | 1,514,253 | 1,514,253 | 1,514,253 | 1,514,253 | — | 1,514,253 | — | | Life insurance | — | — | — | 4,239 | — | 4,239 | — | | Health insurance | — | — | — | 47,070 | — | 47,070 | — | | Restricted stock units | 9,771,583 | 9,771,583 | — | 8,965,781 | 4,048,291 | 9,771,583 | — | | Performance restricted stock units | 10,657,133 | 10,657,133 | — | 10,657,133 | 13,955,847 | 10,657,133 | — |

  89. Indicative Payouts for All Non-CEO NEOs

    | | Payments upon termination | Death prior to a change in control ($) | Death after a change in control ($) | Termination for good reason or without cause ($) | Change in control ($) | Termination without cause or for good reason following change in control or termination without cause in specific contemplation of change in control ($) | Retirement ($) | | Maurizio Nicolelli | Base salary payout | — | — | 510,000 | — | 510,000 | — | | | Restricted stock units | 2,721,433 | 2,721,433 | — | 939,383 | 2,721,433 | — | | | Performance restricted stock units | 853,003 | 1,659,422 | — | 2,163,730 | 1,659,422 | — | | | Options | 94,028 | 94,028 | — | 23,507 | 94,028 | — | | | Share Match Program | 644,302 | 644,302 | — | — | 644,302 | — | | Vikas Bhalla | Base salary payout | — | — | 335,304 | — | 335,304 | — | | | Restricted stock units | 3,184,954 | 3,184,954 | — | 906,527 | 3,184,954 | — | | | Performance restricted stock units | 942,491 | 1,820,459 | — | 2,397,415 | 1,820,459 | — | | | Options | 188,055 | 188,055 | — | 47,014 | 188,055 | — | | | Government-required payouts | 129,769 | 129,769 | 129,769 | — | 129,769 | — | | | Share Match Program | 644,302 | 644,302 | — | — | 644,302 | — | | Vivek Jetley | Base salary payout | — | — | 500,000 | — | 500,000 | — | | | Restricted stock units | 2,890,954 | 2,890,954 | — | 689,613 | 2,890,954 | — | | | Performance restricted stock units | 894,980 | 1,749,195 | — | 2,266,052 | 1,749,195 | — | | | Options | 188,055 | 188,055 | — | 47,014 | 188,055 | — | | | Share Match Program | 644,302 | 644,302 | — | — | 644,302 | — | | Anita Mahon | Base salary payout | — | — | 450,000 | — | 450,000 | — | | | Restricted stock units | 2,148,548 | 2,148,548 | — | 628,723 | 2,148,548 | — | | | Performance restricted stock units | 606,751 | 1,208,703 | — | 1,524,565 | 1,208,703 | — | | | Options | 94,028 | 94,028 | — | 23,507 | 94,028 | — | | | Share Match Program | 464,601 | 464,601 | — | — | 464,601 | — |

  90. Definition of disability

    | Pay Ratio – all employees (with COLA)(1) | | | Chief Executive Officer’s annual total compensation | $12,346,006 | | Median employee’s annual total compensation | $13,235 | | Ratio of Chief Executive Officer’s annual total compensation to median employee’s annual total compensation | 933:1 |

  91. Definition of disability

    | Pay Ratio – United States employees | | | Chief Executive Officer’s annual total compensation | $12,346,006 | | Median employee’s annual total compensation | $105,442 | | Ratio of Chief Executive Officer’s annual total compensation to median employee’s annual total compensation | 117:1 |

  92. 2023 Pay versus performance table

    2023 Pay versus performance table

  93. 2023 Pay versus performance table

    | Year | Summary Compensation Table total for CEO (1) ($) | Compensation actually paid to CEO (1)(3) ($) | Avg. Summary Compensation Table total for other NEOs (2) ($) | Avg. compensation actually paid to other NEOs (2)(3) ($) | TSR (4) ($) | Peer group TSR (4) ($) | Net income ($ in millions) | Company Selected Measure: | | | | | | | | | | Revenue ($ in millions) | | 2023 | 12,346,006 | 8,676,507 | 4,831,740 | 1,838,204 | 222 | 89 | 184.6 | 1,630.7 | | 2022 | 11,010,906 | 16,069,419 | 2,697,045 | 4,081,949 | 244 | 116 | 143 | 1,412 | | 2021 | 10,033,589 | 19,117,355 | 3,445,143 | 5,740,391 | 208 | 130 | 115 | 1,122 | | 2020 | 7,141,267 | 8,690,902 | 1,913,189 | 3,166,120 | 123 | 102 | 89 | 958 |

  94. 2023 Pay versus performance table

    (1) The CEO for each of 2023, 2022, 2021, and 2020 was Rohit Kapoor. (2) The other named executive officers for each applicable year are as follows:

  95. 2023 Pay versus performance table

    | • | 2023: Maurizio Nicolelli, Vikas Bhalla, Vivek Jetley, and Anita Mahon |

  96. 2023 Pay versus performance table

    | • | 2022: Maurizio Nicolelli, Vikas Bhalla, Vivek Jetley, and Ankor Rai |

  97. 2023 Pay versus performance table

    | • | 2021: Maurizio Nicolelli, Vikas Bhalla, Vivek Jetley, and Samuel Meckey |

  98. 2023 Pay versus performance table

    | • | 2020: Maurizio Nicolelli, Pavan Bagai, Nalin Miglani, Vikas Bhalla, and Samuel Meckey |

  99. 2023 Pay versus performance table

    (3) 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. “Compensation actually paid” does not represent cash and/or equity value transferred to, or actually earned or realized by, the applicable named executive officer without restriction, but rather is a valuation calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as summary compensation table total compensation adjusted to (a) include the value of any pension benefit (or loss) attributed to the past fiscal year, including on account of any amendments adopted during such year; and (b) include the fair market value of equity awards as of December 31, 2023, or, if earlier, the vesting date (rather than the grant date) and factor in dividends and interest accrued with respect to such awards. For purposes of the pension valuation adjustments shown below, there was no prior service cost to report. In addition, for purposes of the equity award adjustments shown below, no equity awards were cancelled due to failure to meet vesting conditions, no equity awards were granted and vested in the same year, and there are no dividends or interest accrued to report. The following table details these adjustments:

  100. 2023 Pay versus performance table

    | Year | Executive(s) | Summary Compensation Table total ($) | Deduct change in pension value ($) | Add pension service cost ($) | Deduct equity awards ($) | Add year-end value of unvested equity awards granted in year ($) | Add change in value of unvested equity awards granted in prior years ($) | Add change in value of equity awards granted in prior years which vested in year ($) | Total Compensation Actually Paid ($) | | 2023 | CEO | 12,346,006 | 0 | 0 | 9,982,605 | 8,058,020 | (1,219,025) | (525,890) | 8,676,507 | | | Other NEOs | 4,831,740 | 5,643 | 129,782 | 3,965,188 | 1,385,839 | (364,652) | (173,675.00) | 1,838,204 |

  101. 2023 Pay versus performance table

    (4) TSR is determined based on the value of an initial fixed investment of $100. The peer group TSR represents TSR of the peer group, consisting of Genpact Limited and WNS (Holdings) Limited, as disclosed in our Form 10-K performance graph pursuant to Regulation S-K Item 201(e)(1)(ii).

  102. 2023 Pay versus performance table

    | EXL 2024 Proxy Statement | / | 101 |

  103. Relationship between “compensation actually paid” and performance measures

    Relationship between “compensation actually paid” and performance measures The following comparisons describe the relationships between the amounts included in the pay versus performance table above for each of 2023, 2022, 2021 and 2020, including (i) the relationship between our TSR and our peer group TSR, and (ii) the relationship between compensation actually paid to our CEO and other NEOs and revenue (our Company-Selected Measure), TSR, and net income:

  104. 2023 Performance measures

    | Name(1) | Fees earned or paid in cash ($) | Stock awards ($)(2)(3) | All Other compensation ($)(4) | Total ($) | | Andreas Fibig(5) | 85,000 | 273,808 | — | 358,808 | | Anne Minto(6) | 42,500 | — | 19,591 | 62,091 | | Som Mittal | 85,000 | 190,000 | 321 | 275,321 | | Clyde Ostler(6) | 42,500 | — | — | 42,500 | | Vikram Pandit | 85,000 | 290,000 | — | 375,000 | | Kristy Pipes | 97,500 | 190,000 | — | 287,500 | | Nitin Sahney | 95,000 | 190,000 | — | 285,000 | | Jaynie Studenmund | 95,000 | 190,000 | — | 285,000 | | Sarah K. Williamson(7) | 63,750 | 190,000 | — | 253,750 |

  105. 2023 Performance measures

    (1) Mr. Kapoor’s compensation during 2023 was based solely on his role as CEO, as disclosed in the “Summary compensation table for fiscal year 2023” beginning on page 84 and discussed in “Compensation Discussion and Analysis” beginning on page 60. He does not receive any additional compensation for his services as a director. (2) Amounts reflect the aggregate grant date fair value of stock awards recognized for financial statement reporting purposes for the fiscal year ended December 31, 2023, in accordance with FASB ASC Topic 718 (disregarding any forfeiture assumptions). Assumptions used in the calculation of these amounts are included in footnotes 2 and 23 to our audited financial statements for the fiscal year ended December 31, 2023 included in the 2023 Form 10-K. (3) The outstanding equity awards, comprised entirely of unvested restricted stock units, held by each of our non-employee directors on December 31, 2023 are as follows: for each of Ms. Minto and Mr. Ostler: 0; Mr. Fibig: 8,515; for each of Mr. Mittal, Ms. Pipes, Mr. Sahney, Ms. Studenmund, and Ms. Williamson: 6,050; and Mr. Pandit: 9,235. (4) For Ms. Minto and Mr. Mittal, amount reflects our reimbursement to the director for fees associated with tax preparer services. (5) Mr. Fibig joined the board effective January 10, 2023. The value of his stock award represents a pro-rated portion of the annual equity award in respect of his service from January 10, 2023 through the Company’s 2023 annual meeting of stockholders, and the annual equity award he received in June 2023. (6) Ms. Minto and Mr. Ostler retired as directors in June 2023. The amounts included in this table in respect of each such directors’ cash fees reflects a pro-rated amount for the period during 2023 that each served as a director. Ms. Minto and Mr. Ostler did not receive any stock awards in respect of their 2023 service. (7) Ms. Williamson joined the board in June 2023. The amount included in this table in respect of her cash fees reflects a pro-rated amount for the period during 2023 that she served as director. For 2023, non-executive directors were eligible to receive an annual retainer fee in the amount of $85,000 in cash and $190,000 in equity, granted in the form of time-based restricted stock units, valued at the time of grant. As the non-executive Board Chair during 2023, Mr. Pandit, was eligible to receive an additional $100,000 in restricted stock units valued at the time of grant. New non-employee directors who join our board of directors during a calendar quarter are eligible to receive the full cash fee for such calendar quarter and a pro-rated equity grant. The chair of our Audit Committee was eligible to receive an additional annual fee of $12,500 in cash, and the chairs of our Compensation and Talent Management Committee and Nominating and Governance Committee were each eligible to receive an additional annual fee of $10,000 in cash. There are no additional fees payable for attendance at our board or committee meetings (whether in person, telephonic or otherwise). We make quarterly cash payments in respect of the director fees to our directors.

  106. 2023 Performance measures

    | EXL 2024 Proxy Statement | / | 103 |

  107. 2023 Performance measures

    Directors who hold restricted stock units do not receive the underlying shares of common stock until the units have vested and are settled. The restricted stock units granted to directors generally vest upon the earliest of (i) the first anniversary of the date of grant, (ii) the date on which the director’s term on the board expires if the director is not subsequently elected to a new term and (iii) a change in control. The restricted stock units issued to each of our non-employee directors will generally settle on the earliest of (i) the director’s death, (ii) a change in control, or (iii) 180 days following the end of the director’s term on our board of directors. However, in lieu of settlement 180 days following the director’s term, a director may elect in advance that the units be settled on an alternate delivery date following the director’s service on the board, or if the director has satisfied our stock ownership guidelines, upon the vesting date of the award. We maintain a non-employee director stock ownership policy that requires directors to maintain stock ownership of at least five times their respective annual cash retainers (counting common stock, vested restricted stock units and unvested time-based restricted stock units). New directors have five years from their appointment date to attain the required stock ownership levels, whereas existing directors generally have three years to meet any increased ownership requirements as a result of annual cash retainer increases. Common stock is counted toward the ownership requirement if it is owned by or for the benefit of the director, the director’s spouse or the director’s children sharing the same household. During the applicable phase-in period, directors generally must retain at least 50% of shares delivered following the vesting of an equity award until the ownership requirement is met. If the ownership requirement is not met at the end of the phase-in period, directors generally may not sell any shares until the ownership requirement is met. Notwithstanding these share retention requirements, directors may sell shares to satisfy tax obligations arising with respect to equity awards. As of December 15, 2023, all applicable directors were in compliance with this policy. We updated our non-employee director compensation program for 2024 to provide for an increase in the annual equity grant to $215,000, while maintaining a cash retainer of $85,000. The Lead Director or Independent Chair, as applicable, is also eligible to receive annually an additional $100,000 in restricted stock units valued at the time of grant. Additionally, the annual fees for the chairs of the Audit Committee and Compensation and Talent Management Committee increased to $17,500 each and the fee for the chair of Nominating and Governance Committee increased to $15,000.

  108. 2023 Performance measures

    | 104 | / | EXL 2024 Proxy Statement |

  109. 2023 Performance measures

    Stock ownership of directors, executive officers and certain beneficial owners Unless otherwise indicated, the table below sets forth information with respect to the beneficial ownership of our common stock by:

  110. 2023 Performance measures

    | • | each of our directors and each of our named executive officers individually; |

  111. 2023 Performance measures

    | • | each person who is known to be the beneficial owner of more than 5% of our common stock; and |

  112. 2023 Performance measures

    | • | all of our current directors and current executive officers (i.e., not just named executive officers) as a group. |

  113. 2023 Performance measures

    The amounts and percentages of common stock beneficially owned below are as of March 31, 2024 (the “Determination Date”) and are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of the Determination Date. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Except as otherwise indicated below, each of the persons named in the table has sole voting and investment power with respect to the securities beneficially owned by such person as set forth opposite such person’s name.

  114. 2023 Performance measures

    | Name and address(1) | Shares | %(2) | Vested but unsettled RSUs(3) | Total | | Named Executive Officers | | | | | | Rohit Kapoor | 4,225,755(4) | 2.60% | — | 4,225,755 | | Maurizio Nicolelli | 150,985 | * | — | 150,985 | | Vikas Bhalla | 127,046 | * | — | 127,046 | | Vivek Jetley | 337,847 | * | — | 337,847 | | Anita M. Mahon | 94,527 | * | — | 94,527 | | Directors | | | | | | Thomas Bartlett | — | — | — | — | | Andreas Fibig | 3,000 | * | 2,465 | 5,465 | | Som Mittal | — | * | 79,320 | 79,320 | | Vikram S. Pandit | 1,551,970(5) | * | 46,360 | 1,598,330 | | Kristy Pipes | — | * | 17,400 | 17,400 | | Nitin Sahney | — | * | 68,465 | 68,465 | | Jaynie Studenmund | 18,225 | * | 41,150 | 59,375 | | Sarah K. Williamson | — | * | — | — | | All current directors and executive officers as a group (17 people)(6) | 6,751,711 | 4.16% | | |

  115. 2023 Performance measures

    | EXL 2024 Proxy Statement | / | 105 |