DEF 14A of ExlService Holdings, Inc.
Filed Apr 29, 2025 · FY20240001193125-25-103261
New York, NY 10022
| 4. | the approval of the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan; and |
Ajay Ayyappan
| Annex A: 2025 Omnibus Incentive Plan | A-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 25 of this Proxy Statement.
Board statistics*
| • | Annual incentive program: Our annual incentive program continued to use the same, formulaic performance criteria for 2024 as it has been using for several years, which includes: |
Board statistics*
| In 2024, we achieved 99.4% of our revenue performance target, and 99.2% of our AOPM target resulting in annual incentive payout calculations for our named executive officers, ranging from 84% of target performance to 117% of target performance. |
Board statistics*
| • | Long-term equity incentive program: We also continued our equity incentive program, which in 2024 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. |
Board statistics*
| This was the third and final performance year for the performance-based restricted stock units granted in 2022, which were linked to the Company’s revenue and TSR performance relative to a peer group. We achieved 112.5% of the revenue target for the revenue-linked restricted stock units resulting in 200% of target funding of those grants. The Company’s TSR performance was at the 92nd percentile among its peer group, resulting in the executives earning 200% of the target funding of those grants. In the aggregate, the performance-based restricted stock units granted in 2022 achieved vesting of shares at 200% of target performance. |
Nominees for election at the Annual Meeting – Biographical information
Nominees for election at the Annual Meeting – Biographical information
Nominees for election at the Annual Meeting – Biographical information
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Nominees for election at the Annual Meeting – Biographical information
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Nominees for election at the Annual Meeting – Biographical information
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Nominees for election at the Annual Meeting – Biographical information
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Nominees for election at the Annual Meeting – Biographical information
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Nominees for election at the Annual Meeting – Biographical information
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Nominees for election at the Annual Meeting – Biographical information
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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 2024, 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 2024, 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.
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 Chairman 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 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, Chairman and CEO or other senior executive compensation and to carry out its duties. For 2024, 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.
Employee health, safety and wellbeing
Employee health, safety and wellbeing Because our people are so important to us, we have always viewed employee health, safety and wellbeing as one of our top commitments. EXL has a well-defined Health and Safety Management System that is certified to ISO 45001:2018. In 2024, we received a Five Star Rating from the British Safety Council for best practices in occupational health and safety in our United Kingdom, India, Philippines, Europe and South Africa centers. We periodically provide trainings on health and safety to our employees, suppliers and partners. In 2024, health and safety training e-module was mandatory for all of our employees. We also conduct a risk assessment every six months with the aim of minimizing risk in the workplace. We have also established Company-wide and worksite-specific workplace safety objectives that are integrated into our EHS Management System. Where practical, we seek to integrate EHS with our business activities, focusing on conducting our activities in an environmentally responsible manner and ensuring the health and safety of our employees, contractors, customers, visitors and the communities in which we operate. We also have a number of initiatives to promote our employees’ wellbeing: Cybersecurity at EXL We are committed to protecting the confidentiality, integrity, availability and privacy of the information assets of our clients and their customers, as well as our employees, vendors and any other third parties, that are shared with us and for which we are responsible. We maintain a comprehensive information and cybersecurity and data privacy program, based on defined policies processes and practices to safeguard the security, confidentiality, integrity, availability and protection of this information that we aim to continually strengthen in order to mitigate material vulnerabilities and the impact of cyber incidents and comply with applicable privacy laws and regulations. For more information on our cybersecurity risk management, please see “Cybersecurity risk management” on page 36. For more information on our information security and data privacy procedures, please refer to the 2024 Form 10-K, Item 1C.
Employee health, safety and wellbeing
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Employee health, safety and wellbeing
Responsible artificial intelligence We seek to ensure that our use of AI in our business and operations is ethical and trustworthy and that its development and application is based on the principles of fairness, security, reliability, transparency, accountability, and privacy. We have a centralized, cross-functional AI Governance Committee that is jointly led by the General Counsel and Chief Information Officer and supported by our corporate compliance team, and engineering, digital, analytics and applicable business leads, which oversees the use of AI models by EXL. Pursuant to our AI Governance Policy, for each new deployment of AI created by EXL, we assess the AI model against the principles of trustworthy AI described above. Our AI Governance Policy also provides guidelines on regulatory compliance, data privacy and security, best practices for front-end and back-end development and human oversight as it relates to the use of responsible AI. Our management of these risks is reported to the board and the Audit Committee from time to time. See “Artificial intelligence risk management” on page 37. We also place emphasis on ensuring that our people are trained in AI and responsible AI. See “2024 Training” on page 45. Sustainability scorecard
Employee health, safety and wellbeing
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Employee health, safety and wellbeing
Sustainability matters and pay-for-performance at EXL Continued focus on sustainability initiatives aligned with business strategy and return on investment is a factor in determining in our CEO’s total compensation. The achievement of specific performance goals relating to sustainability matters relevant to our overall business strategy. For more information, see “Detailed review of compensation components – Annual incentives – Determination of individual performance measure achievement” on page 68. Sustainability oversight For more information on our oversight of sustainability and sustainability-related matters and risks, see “Sustainability risk management” on page 37. Learn more about sustainability matters at EXL Please visit www.exlservice.com/about/sustainability to learn more about our efforts toward sustainability, the impacts we are making on our communities and the environment and how this contributes to our business strategy. Information on our website referred to in this Proxy Statement does not constitute a part of this Proxy Statement.
Employee health, safety and wellbeing
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Employee health, safety and wellbeing
From back left: Vivek Jetley, President and Head of Insurance, Healthcare and Life Sciences; Vikas Bhalla, President and Head of AI Services and Operations; Anita Mahon, Chief Strategy and M&A Officer*; Narasimha Kini, Executive Vice President, Banking & Capital Markets and Diversified Industries; 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 and AI Officer; Vishal Chhibbar, Executive Vice President, International Growth Markets and Chief Growth Officer; Rohit Kapoor, Chairman and CEO; Baljinder Singh, Executive Vice President, Global Chief Information Officer, and Head of Enterprise Digital Transformation *Ms. Mahon served on our Executive Committee through April 1, 2025.
Employee health, safety and wellbeing
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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 and Maurizio Nicolelli are considered executive officers. Anita Mahon served on our Executive Committee through April 1, 2025.
Employee health, safety and wellbeing
| | Rohit Kapoor (age 60) | Chairman and CEO See section entitled “Our board of directors” above. | | | Ajay Ayyappan (age 47) | 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 53) | President and Head of AI Services and Operations Mr. Bhalla has served as our President and Head of AI Services and Operations Strategic Growth Unit since the introduction of our new operating model in 2025. Previously, he served as President and Business Head, Insurance since April 2024 and, prior to that, 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 57) | Executive Vice President, International Growth Markets and Chief Growth Officer Mr. Chhibbar has served as our Executive Vice President, International Growth Markets and Chief Growth Officer Unit since the introduction of our new operating model in 2025. Previously, he served as our 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. |
Employee health, safety and wellbeing
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Employee health, safety and wellbeing
| | Pamela Harrison (age 60) | 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. | | | Vivek Jetley (age 50) | President and Head of Insurance, Healthcare and Life Sciences Mr. Jetley has served as our President and Head of Insurance, Healthcare and Life Sciences since the introduction of our new operating model in 2025. Previously, he served as President 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 56) | Executive Vice President, Banking & Capital Markets and Diversified Industries Mr. Kini has served as our Executive Vice President, Banking & Capital Markets and Diversified Industries since the introduction of our new operating model in 2025. Previously, he 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 48) | Executive Vice President and Chief Digital and AI Officer Mr. Logani has served as our Executive Vice President and Chief Digital and AI Officer since the introduction of our new operating model in 2025. Previously, he 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 56) | Executive Vice President and Chief Strategy and M&A Officer Ms. Mahon has served as our Executive Vice President and Chief Strategy and M&A Officer since the introduction of our new operating model in 2025. Previously, she served as our Executive Vice President and Business Head, Healthcare since May 2022, and served prior to that 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. |
Employee health, safety and wellbeing
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Employee health, safety and wellbeing
| | Maurizio Nicolelli (age 56) | 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 52) | 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. |
Employee health, safety and wellbeing
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Employee health, safety and wellbeing
Compensation Discussion and Analysis
Select 2024 financial and business highlights
| • | As of December 31, 2024, our 1-year TSR was 43.9%, our 3- year TSR was 53.3% and our 5-year TSR was 219.5%, in each case, outperforming our comparator groups and reflecting our short and long-term growth expectations and performance. |
Pay-for-performance
| What we do | | What we don’t do | | | | Maintain an independent Compensation and Talent Management Committee and compensation 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 compensation consultant who reports directly to the Compensation and Talent Management Committee and provides no other services to the Company or management. | | Perquisites: We do not provide our named executive officers with significant perquisites or personal benefits. We believe the limited perquisites we do offer are reasonable and consistent with market trends. In addition, 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: Our clawback policy, which covers both performance-based and time-based awards, mandates recoupment of erroneously awarded incentive based compensation in the event of a financial restatement and allows for recoupment of compensation in the event of an executive’s misconduct. | | 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 75 for a discussion of that policy. We maintain a similar stock ownership policy for our non-employee directors, requiring them to maintain aggregate stock ownership equal to at least five times their annual cash retainer. See page 75 for a discussion of that policy. As of December 16, 2024, 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. |
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 Compensation and Talent Management Committee. 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 considers an executive officer’s job responsibilities, performance, qualifications and skills in determining individual compensation levels. |
Pay-for-performance
| Independent compensation consultant | For 2024, 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 Governance Committee regarding director compensation from time to time. 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 2024, 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 three times our revenues. The following chart shows the peer group companies that we used to make 2024 compensation decisions, as well as the respective industries and 2024 revenues of each: | | | | | Company | Industry | 2024 Revenue ($MM, USD) | | | EPAM Systems, Inc. | IT Consulting and Other Services | $4,728 | | | Genpact Limited | Data Processing and Outsourced Services | $4,767 | | | Verisk Analytics, Inc. | Research and Consulting Services | $2,882 | | | TTEC Holdings, Inc. | Data Processing and Outsourced Services | $2,208 | | | ExlService Holdings, Inc. | Data Processing and Outsourced Services | $1,838 | | | Teradata Corporation | Systems Software | $1,750 | | | Fair Isaac Corporation | Application Software | $1,718 | | | Informatica Inc. | Application Software | $1,640 | | | WNS (Holdings) Limited | Data Processing and Outsourced Services | $1,323 | | | UiPath Inc. | Systems Software | $1,308 | | | Guidewire Software, Inc. | Application Software | $980 | | | Perficient, Inc. | IT Consulting and Other Services | n/a | | | Splunk Inc. | Application Software | n/a | | | Thoughtworks Holding, Inc. | IT Consulting and Other Services | n/a |
Pay-for-performance
| In June of 2024, we updated the peer group companies that we used to make 2025 pay decisions as follows: Splunk was removed due to its acquisition by CISCO and was replaced with Dun & Bradstreet which provides business-to-business data and analytics. In addition, each of Perficient and Thoughtworks will be removed in future years as they were acquired in 2024. We use a separate peer group for measuring performance under our PRSUs, as described under “Compensation—2024 Annual Restricted Stock Unit 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 2024. 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. |
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 relative total stockholder return goals. | 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. |
Pay-for-performance
| Compensation component | Description | Objectives | | Other benefits | Broad-based benefits provided to 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. |
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 executives should have a greater portion of their compensation tied to increasing stockholder value. |
Annual cash incentive program
Annual cash incentive program We have established an annual cash incentive program under our the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, approved by the Company’s stockholders at the annual meeting of stockholders held in June 2018 (the “2018 Plan”), 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 same framework for our annual incentive program in late 2023 for awards payable in respect of 2024 performance as we have used in prior years. 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 2024 annual incentive awards.
Annual cash incentive program
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Annual cash incentive program
Our Compensation and Talent Management Committee considered the following when establishing the awards for 2024:
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 2024, which remained unchanged versus the prior year.
Annual incentive award targets
| Name | Annual incentive award target(1) | 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 | | Vishal Chhibbar | 75% of base salary | 150% of base salary |
Annual incentive award targets
(1) Annual incentive award target is a % of base salary for US based employees and annual fixed compensation for Mr. Bhalla, who is based in India.
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 the 2024 annual incentive program was based 50% on the Company’s revenue goal and 50% 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.
Performance measures
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Determination of individual performance measure achievement
| Name | Overall percentage attainment of target bonus | 2024 Actual annual incentive awarded ($)(1) | | Rohit Kapoor | 117% | 1,440,000 | | Maurizio Nicolelli | 102% | 394,215 | | Vikas Bhalla | 105% | 269,216 | | Vivek Jetley | 84% | 323,153 | | Vishal Chhibbar | 105% | 394,917 |
Determination of individual performance measure achievement
| (1) The exchange rate used for the bonus conversion from Indian rupees to U.S. dollars for Mr. Bhalla was 85.615 INR to 1 USD, which was the exchange rate on December 31, 2024. |
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 (“RSUs”) awards because these awards offer executives the opportunity to receive shares of our common stock on or shortly following vesting. Such awards serve both to reward and retain executives: value is linked to the price of our stock, the executive must generally remain employed by the Company through the applicable vesting dates to receive shares 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.
Long-term equity incentives
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Equity compensation
Equity compensation
2024 Annual Restricted Stock Unit Awards
2024 Annual Restricted Stock Unit Awards Under our equity compensation program, our named executive officers received restricted stock units under 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.
2024 Annual Restricted Stock Unit Awards
| 40% | + | 36% | + | 24% | = | Total | | Time-vested RSUs | | Relative TSR-linked PRSUs | | Revenue-linked PRSUs | | Long-Term Incentive Award |
2024 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 measures our stock performance against industry peers. 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. The table below shows the target dollar value of Time-Vested RSUs and Performance-Vested RSUs our Compensation and Talent Management Committee awarded our named executive officers in 2024. 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 – see the “Grants of plan-based awards table for fiscal year 2024” below.
2024 Annual Restricted Stock Unit Awards
| Name | Target Time-Vested RSUs ($) | Target Revenue-Linked PRSUs ($) | Target Relative TSR-Linked PRSUs ($) | Total Target Equity ($) | | Rohit Kapoor | 4,200,000 | 2,520,000 | 3,780,000 | 10,500,000 | | Maurizio Nicolelli | 700,000 | 420,000 | 630,000 | 1,750,000 | | Vikas Bhalla | 1,200,000 | 720,000 | 1,080,000 | 3,000,000 | | Vivek Jetley | 1,200,000 | 720,000 | 1,080,000 | 3,000,000 | | Vishal Chhibbar | 700,000 | 420,000 | 630,000 | 1,750,000 |
2024 Annual Restricted Stock Unit Awards
| • | The “Time-Vested RSUs” will vest in increments of 25% on each of the first four anniversaries of the grant date, generally subject to continuous service with the Company through the applicable vesting date. |
2024 Annual Restricted Stock Unit Awards
| – | The Compensation and Talent Management Committee believes these Time-Vested RSUs provide an important role in promoting retention of our executive officers. |
2024 Annual Restricted Stock Unit Awards
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2024 Annual Restricted Stock Unit Awards
| • | The “Performance-Vested” portion of the 2024 RSUs (“PRSUs”) are split into two types that each vest based on separate performance measures as follows: |
2024 Annual Restricted Stock Unit 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, 2024 to December 31, 2026, and continuous employment through December 31, 2026. 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-Linked PRSUs earned will be determined based on straight line interpolation between these points. The chart below sets forth the revenue achievement levels and the corresponding funding percentage: |
2024 Annual Restricted Stock Unit Awards
| Revenue achievement levels | Percentage of Revenue-Linked PRSUs earned | | 110% or more | 200% | | At 100% | 100% | | 90% | 25% |
2024 Annual Restricted Stock Unit 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 the Company’s total stockholder return performance relative to a performance peer group over the grant’s three-year performance period of January 1, 2024 to December 31, 2026, and continuous employment through December 31, 2026. 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 2024, the Company included a negative TSR cap. Under the negative TSR cap, if the Company’s 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, even if the Company’s performance as compared to the performance peer group exceeds the 50th percentile. |
2024 Annual Restricted Stock Unit Awards
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2024 Annual Restricted Stock Unit 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:
2024 Annual Restricted Stock Unit Awards
| TSR peer group percentile | Percentage of Relative TSR-Linked PRSUs earned | | 80.0 or more | 200% | | 50.0 | 100% | | 21.0 | 3.33% | | 20.0 or less | 0% |
2024 Annual Restricted Stock Unit Awards
The Compensation and Talent Management Committee believes the PRSUs focus our executives on key drivers of our Company’s business that will ultimately lead to creation of additional stockholder value.
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 2022 performance-based restricted stock units. Our cumulative three-year revenue target was approximately $4.4 billion. We achieved approximately $4.9 billion for the three-year period, which was 112.5% of the revenue target for the revenue-linked PRSUs, resulting in the executives earning 200% of the 2022 revenue-linked PRSUs. The Company’s TSR performance was at the 92nd percentile among its peer group, resulting in the executives earning 200% of the 2022 relative TSR-Linked PRSUs pursuant to the terms of the original grant.
Payout of awards granted in prior fiscal years
| Performance Metric | Threshold (25% for Revenue and 3.33% for TSR) | Target (100%) | Maximum (200%) | Actual Performance | | Revenue | 90% | 100% | 110% | 112.5% | | TSR(1) | 21st percentile | 50th percentile | 80th or > percentile | 92nd percentile | | 2022-2024 PSU Final Payout Percentage: 200% | | | | |
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. |
Severance and
Severance and
change-in-control
change-in-control
benefits
we are obligated to pay severance or other enhanced benefits upon termination of their employment. A discussion of the severance and other enhanced benefits provided to our named executive officers is provided under “Potential payments upon termination or change in control at fiscal 2024 year-end” beginning on page 84. We provide 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 preserves employee morale and productivity and encourages 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.
Timing of equity awards
Timing of equity awards While we have in the past granted stock options in certain years, we do not currently have a practice or policy regarding stock option grant timing, because stock options are not part of our typical long-term incentive program. We did not grant stock options in 2024. Our current long-term incentive program is comprised of time-vested restricted stock units and performance-based restricted stock units. We generally grant annual equity awards to our named executive officers and other eligible employees at the Compensation and Talent Management Committee’s regularly scheduled meeting in February of each year or shortly thereafter. This meeting is scheduled far in advance. Outside of our annual equity award cycle, we grant equity awards at other times throughout the year, such as to new employee hires, to employees receiving promotions, for retentive purposes, or in other relevant circumstances. Separate from our long-term incentive program, we maintain the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan, which allows eligible employees to receive an option to automatically purchase the Company’s shares of common stock through payroll deductions at a discount on the last day of the applicable offering period.
Timing of equity awards
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Timing of equity awards
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, 2024, and our Proxy Statement relating to the Annual Meeting.
Compensation and Talent Management Committee
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($) | Non-equity incentive plan compensation ($)(2) | Change in pension value and nonqualified deferred compensation earnings ($)(3) | All other compensation ($) | Total ($) | | Rohit Kapoor | 2024 | 821,284 | — | 11,847,065 | — | 1,440,000 | — | 58,647(4) | 14,166,996 | | Chairman & CEO | 2023 | 815,000 | — | 9,982,605 | — | 1,514,253 | — | 34,148 | 12,346,006 | | | 2022 | 766,384 | — | 8,356,213 | — | 1,829,887 | — | 58,423 | 11,010,906 | | Maurizio Nicolelli | 2024 | 517,541 | — | 1,979,695 | — | 394,215 | — | 11,106(5) | 2,902,557 | | Executive Vice President and CFO | 2023 | 510,000 | — | 1,570,763 | 1,615,392 | 459,441 | — | 10,947 | 4,166,543 | | | 2022 | 483,822 | — | 1,810,865 | — | 554,929 | — | 9,654 | 2,859,270 | | Vikas Bhalla(6) | 2024 | 320,342 | — | 3,394,217 | — | 269,216 | 29,540 | 18,644(7) | 4,031,959 | | President and Head of AI Services and Operations | 2023 | 300,188 | — | 1,681,606 | 3,230,785 | 320,917 | 5,642 | 18,383 | 5,557,521 | | | 2022 | 265,432 | — | 1,964,960 | — | 357,340 | 20,200 | 18,233 | 2,626,165 | | Vivek Jetley | 2024 | 512,568 | — | 3,394,217 | — | 323,153 | — | 11,106(8) | 4,241,045 | | President and Head of Insurance, Healthcare and Life Sciences | 2023 | 500,000 | — | 1,681,606 | 3,230,785 | 422,307 | — | 10,404 | 5,845,102 | | | 2022 | 440,164 | — | 1,862,689 | — | 525,488 | — | 9,654 | 2,837,996 | | Vishal Chhibbar | 2024 | 500,000 | 100,000(9) | 1,979,695 | — | 394,917 | — | 11,106(10) | 2,985,718 | | Executive Vice President, International Growth Markets and Chief Growth Officer | | | | | | | | | |
Code Section 280G
| Payments upon Termination | Death prior to a change in control ($) | 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 ($) | Retirement | | Base salary payout | — | — | — | 1,680,000 | — | 1,680,000 | — | | Bonus payout | 1,440,000 | 1,440,000 | 1,440,000 | 1,440,000 | — | 1,440,000 | — | | Life insurance | — | — | — | 9,450 | — | 9,450 | 9,450 | | Health insurance | — | — | — | 49,640 | — | 49,640 | 49,640 | | Restricted stock units | 14,184,736 | 14,184,736 | — | 12,696,896 | 6,006,833 | 14,184,736 | 12,696,896 | | Performance-based restricted stock units | 15,882,271 | 15,882,271 | — | 15,882,271 | 15,480,271 | 15,882,271 | 15,882,271 |
Indicative Payouts for All Non-CEO NEOs
| | Payments upon termination | Death prior to a change in control ($) | 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 | — | — | 540,000 | — | 540,000 | — | | | Restricted stock units | 2,353,826 | 2,353,826 | — | 1,029,705 | 2,353,826 | — | | | Performance-based restricted stock units | 1,225,496 | 2,987,022 | — | 2,491,169 | 2,987,022 | — | | | Options | 1,433,601 | 1,433,601 | — | 477,861 | 1,433,601 | — | | | Share Match Program | 617,992 | 617,992 | — | — | 617,992 | — | | Vikas Bhalla | Base salary payout | — | — | 385,446 | — | 385,446 | — | | | Restricted stock units | 3,175,877 | 3,175,877 | — | 1,268,780 | 3,175,877 | — | | | Performance-based restricted stock units | 1,631,274 | 4,155,832 | — | 3,305,685 | 4,155,832 | — | | | Options | 2,867,203 | 2,867,203 | — | 955,722 | 2,867,203 | — | | | Government-required payouts | 155,661 | 155,661 | 155,661 | — | 155,661 | — | | | Share Match Program | 617,992 | 617,992 | — | — | 617,992 | — | | Vivek Jetley | Base salary payout | — | — | 550,000 | — | 550,000 | — | | | Restricted stock units | 3,064,927 | 3,064,927 | — | 1,174,916 | 3,064,927 | — | | | Performance-based restricted stock units | 1,631,274 | 4,155,832 | — | 3,305,685 | 4,155,832 | — | | | Options | 2,867,203 | 2,867,203 | — | 955,722 | 2,867,203 | — | | | Share Match Program | 617,992 | 617,992 | — | — | 617,992 | — | | Vishal Chhibbar | Base salary payout | — | — | 500,000 | — | 500,000 | — | | | Restricted stock units | 991,804 | 991,804 | — | 247,951 | 991,804 | — | | | Performance-based restricted stock units | 495,853 | 1,487,706 | — | 991,854 | 1,487,706 | — | | | Options | 1,430,328 | 1,430,328 | — | 476,758 | 1,430,328 | — | | | Share Match Program | — | — | — | — | — | — |
Definition of disability
| Pay Ratio – all employees (with COLA)(1) | | | Chief Executive Officer’s annual total compensation | $14,166,996 | | Median employee’s annual total compensation | $10,890 | | Ratio of Chief Executive Officer’s annual total compensation to median employee’s annual total compensation | 1,301:1 |
Definition of disability
| Pay Ratio – United States employees | | | Chief Executive Officer’s annual total compensation | $14,166,996 | | Median employee’s annual total compensation | $147,681 | | Ratio of Chief Executive Officer’s annual total compensation to median employee’s annual total compensation | 96:1 |
2024 Pay versus performance table
2024 Pay versus performance table
2024 Pay versus performance table
| | Summary Compensation Table total for CEO (1) ($) | 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: | | Year | | | | | | | | Revenue ($ in millions) | | 2024 | 14,166,996 | 28,702,408 | 3,540,320 | 7,968,804 | 319 | 98 | 198.3 | 1,838.4 | | 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 |
2024 Pay versus performance table
(1) The CEO for each of 2024, 2023, 2022, 2021, and 2020 was Rohit Kapoor. (2) The other named executive officers for each applicable year are as follows:
2024 Pay versus performance table
| • | 2024: Maurizio Nicolelli, Vikas Bhalla, Vivek Jetley and Vishal Chhibbar |
2024 Pay versus performance table
| • | 2023: Maurizio Nicolelli, Vikas Bhalla, Vivek Jetley and Anita Mahon |
2024 Pay versus performance table
| • | 2022: Maurizio Nicolelli, Vikas Bhalla, Vivek Jetley, and Ankor Rai |
2024 Pay versus performance table
| • | 2021: Maurizio Nicolelli, Vikas Bhalla, Vivek Jetley, and Samuel Meckey |
2024 Pay versus performance table
| • | 2020: Maurizio Nicolelli, Pavan Bagai, Nalin Miglani, Vikas Bhalla, and Samuel Meckey |
2024 Pay versus performance table
| EXL 2025 Proxy Statement | / | 95 |
2024 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 increased value (or loss) of any pension benefit 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, 2024, 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 the applicable adjustments:
2024 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 ($) | Total Compensation Actually Paid ($) | | 2024 | CEO | 14,166,996 | 0 | 0 | 11,847,065 | 14,878,395 | 4,630,507 | 6,873,575 | 28,702,408 | | | Other NEOs | 3,540,320 | 29,540 | 155,661 | 2,686,956 | 3,365,335 | 2,632,711 | 991,273 | 7,968,804 |
2024 Pay versus performance table
(4) TSR is determined based on the value of an initial fixed investment of $100. The peer group TSR represents TSR of the peer group, consisting of Genpact Limited and WNS (Holdings) Limited, as disclosed in our Form 10-K performance graph pursuant to Regulation S-K Item 201(e)(1)(ii).
Relationship between “compensation actually paid” and performance measures
Relationship between “compensation actually paid” and performance measures The following comparisons describe the relationships between the amounts included in the pay versus performance table above for 2020 - 2024, including (i) the relationship between our TSR and our peer group TSR, and (ii) the relationship between compensation actually paid to our CEO and other NEOs and revenue (our Company-Selected Measure), TSR and net income:
Relationship between “compensation actually paid” and performance measures
| | | | | |
Relationship between “compensation actually paid” and performance measures
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measures
| Name(1) | Fees earned or paid in cash ($) | Stock awards ($)(2)(3) | All Other compensation ($)(4) | Total ($) | | Thomas Bartlett(5) | 85,000 | 277,268 | | 362,268 | | Andreas Fibig | 85,000 | 215,000 | | 300,000 | | Som Mittal(6) | 42,500 | | 7,954 | 265,454 | | Vikram Pandit | 85,000 | 315,000 | | 400,000 | | Kristy Pipes | 102,500 | 215,000 | | 317,500 | | Nitin Sahney | 100,000 | 215,000 | | 315,000 | | Jaynie Studenmund | 102,500 | 215,000 | | 317,500 | | Sarah K. Williamson | 85,000(7) | 215,000 | | 300,000 |