DEF 14A of ExlService Holdings, Inc., Apr 27, 2026

DEF 14A of ExlService Holdings, Inc.

Filed Apr 27, 2026 · FY20250001193125-26-181891

Open on EDGAR

  1. Total stockholder return

    Total stockholder return The graphs below compare our 1-year, 3-year and 5-year cumulative total stockholder return (“TSR”) as of December 31, 2025 with the median TSR for companies included in the Nasdaq Composite index, the S&P MidCap 400 index and our peer group.

  2. Total stockholder return

    | EXL 2026 Proxy Statement | / | 5 |

  3. Total stockholder return

    Our locations Headquartered in New York, we are made up of approximately 65,000 professionals as of December 31, 2025, with more than 50 offices spanning six continents. United States Mexico Canada Colombia Ireland UK Europe South Africa India Singapore Phillipines Australia

  4. Total stockholder return

    | 6 | / | EXL 2026 Proxy Statement |

  5. Total stockholder return

    Corporate governance highlights The following information is based on our board profile immediately following our Annual Meeting (assuming the election of our seven director nominees) and reflects current board practices. Corporate governance highlights 7 incumbent director nominees, all of whom are independent, except our Chairman and CEO Declassified board Independent Lead Director Seasoned board of directors with diverse experience, including in data and Al, digital operations and solutions, technology, client industries, global business, finance and accounting, among others Board accountability Majority voting standard for uncontested elections Annual board- and committee-level evaluations Robust director stock ownership guidelines Directors can be removed without cause by holders of a majority of our common stock Independent board of directors evaluation of CEO performance and compensation led by our Lead Director Governance practices Director training and education Board risk oversight and assessment Simultaneous service restrictions Robust roles and responsibilities for Lead Director Standing board committees composed solely of independent chairs and members Regular executive sessions Independent compensation consultant Board and committee oversight over cybersecurity, responsible Al and sustainability efforts Active stockholder engagement program addressing strategy, performance and governance Director qualifications Our board of directors reflects an effective and diverse mix of skills, background and experience appropriate for our company and industry. Our directors have the following attributes: Executive leadership experience Board experience Global experience Finance and accounting expertise Strategic insight and broad business perspective Commitment to accountability, excellence and continuous improvement Human capital management expertise Risk oversight/ management expertise Experience in sustainability matters, information and cybersecurity and data and AI Varied backgrounds Client and industry expertise Commitment to driving our growth and success

  6. Total stockholder return

    | EXL 2026 Proxy Statement | / | 7 |

  7. Total stockholder return

    Nominees for election as directors Rohit Kapoor Chairman and CEO Director since- November 2002 Business experience* Co-founded the Company in 1999; Vice Chair and CEO of the Company from 2012 to 2024; Chair and CEO of the Company since 2024 Committee membership None Vikram Pandit Lead Director Director since- October 2018 Business experience* Chairman and Chief Executive Officer of Orogen Group; former Chairman of TGG Group and former Chief Executive Officer of Citigroup Inc. Compensation and Talent Management Committee; Nominating and Governance Committee Thomas Bartlett Director since- March 2024 Business experience* Former President and Chief Executive Officer of American Tower Corporation Committee membership Compensation and Talent Management Committee {Chair); Audit Committee Andreas Fibig Director since - January 2023 Business experience* Former Chairman and CEO of International Flavors & Fragrances Committee membership Nominating and Governance Committee {Chair); Audit Committee Pat Geraghty Kristy Pipes Sarah K. Williamson Director since - October 2025 Business experience* Former President and CEO of GuideWell; former CEO of Blue Cross Blue Shield of Minnesota Committee membership Audit Committee; Nominating and Governance Committee I Director since- January 2021 Director since- June 2023 Business experience* Business experience* Former Chief Financial Officer of Deloitte Chief Executive Officer of FCLT Global; Consulting; various leadership roles in former Partner and Director of the financial services industry, including Alternative Investments of Wellington at Transamerica Life Companies and First Management Company, LLP Interstate Bank of California Committee membership Audit Committee {Chair); Compensation and Talent Management Committee Committee membership Compensation and Talent Management Committee; Nominating and Governance Committee Rohit Kapoor Chairman and CEO Director since - November 2002 Business experience* Co-founded the Company in 1999; Vice Chair and CEO of the Company from 2012 to 2024; Chair and CEO of the Company since 2024 Committee membership None Vikram Pandit Lead Director Director since - October 2018 Business experience* Chairman and Chief Executive Officer of Orogen Group; former Chairman of TGG Group and former Chief Executive Officer of Citigroup Inc. Committee membership Compensation and Talent Management Committee; Nominating and Governance Committee Thomas Bartlett Director since - March 2024 Business experience* Former President and Chief Executive Officer of American Tower Corporation Committee membership Compensation and Talent Management Committee (Chair); Audit Committee Andreas Fibig Director since - January 2023 Business experience* Former Chairman and CEO of International Flavors & Fragrances Committee membership Nominating and Governance Committee (Chair); Audit Committee Pat Geraghty Kristy Pipes Sarah K. Williamson Director since - October 2025 Business experience* Former President and CEO of GuideWell; former CEO of Blue Cross Blue Shield of Minnesota Committee membership Audit Committee; Nominating and Governance Committee Director since - January 2021 Director since - June 2023 Business experience* Business experience* Former Chief Financial Officer of Deloitte Chief Executive Officer of FCLT Global; Consulting; various leadership roles in former Partner and Director of the financial services industry, including Alternative Investments of Wellington at Transamerica Life Companies and First Management Company, LLP Interstate Bank of California Committee membership Audit Committee (Chair); Compensation and Talent Management Committee Committee membership Compensation and Talent Management Committee; Nominating and Governance Committee * A complete list of each nominee’s business experience and directorships is listed below beginning on page 14.

  8. Total stockholder return

    | 8 | / | EXL 2026 Proxy Statement |

  9. 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. Rohit Kapoor Vikram Pandit Thomas Bartlett Andreas Fibig Pat Geraghty Kristy Pipes Sarah K. Williamson Finance and accounting Executive leadership Public company governance Data AI Human capital management Digital operations and solutions Marketing Global experience Risk oversight and management Information and cyber security Mergers and acquisitions

  10. Board statistics*

    | • | Annual incentive program: Our annual incentive program continued to use the same formulaic performance criteria for 2025 as it has been using for several years, which includes: |

  11. Board statistics*

    | In 2025, we achieved 100.3% of our revenue performance target, and 100.04% of our AOPM target, resulting in annual incentive payout calculations for our named executive officers, ranging from 101% of target performance to 106% of target performance. |

  12. Board statistics*

    | • | Long-term equity incentive program: We also continued our equity incentive program, which in 2025 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. |

  13. Board statistics*

    | This was the third and final performance year for the performance-based restricted stock units granted in 2023, which were linked to the Company’s revenue and TSR performance relative to a peer group. We achieved 101.61% of the revenue target for the revenue-linked restricted stock units, resulting in 116.15% of target funding of those grants. The Company’s TSR performance was at the 64th percentile among its peer group, resulting in 147.17% of the target funding of those grants. In the aggregate, the performance-based restricted stock units granted in 2023 achieved vesting of shares at 134.76% of target performance. |

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

    Nominees for election at the Annual Meeting – Biographical information Rohit Kapoor Director since November 2002 | Chairman (since 2024) and CEO (since 2008) Non-Independent Skills Finance and accounting Executive leadership (within the last 5 years) Public company governance Human capital management Digital operations and solutions Data AI Marketing Global experience Risk oversight and management Mergers and acquisitions Age: 61 - co-founded EXL in April 1999 and has served as our Chairman and CEO since April 2024, and previously our Vice Chairman 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 Chairman and CEO (2024 - present) Vice Chairman 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 Governors, American Red Cross Member, Board of Directors, American India Foundation (AIF) Member, Executive Council, NASSCOM

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

    | 14 | / | EXL 2026 Proxy Statement |

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

    Vikram S. Pandit Director since October 2018 I Lead Director since 2024 (Chair of Board from 2022- 2024) Independent Skills Ill Finance and accounting Executive leadership (within the last 5 years) Public company governance Data Human capital management Digital operations and solutions Global experience Mergers and Acquisitions Age: 69 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, Virtu sa 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) • Chairman, JM Financial Credit Solutions Ltd. (2014- 2025) • Director, Ardan, Inc. (formerly Westcor Land Title Insurance Company) (2020- present) • Director, Brillio, Inc. (2023- 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 Vikram S. Pandit Director since October 2018 I Lead Director since 2024 (Chair of Board from 2022- 2024) Independent Skills Finance and accounting Executive leadership (within the last 5 years) Public company governance Data Human capital management Digital operations and solutions Global experience Mergers and Acquisitions Age: 69 - 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) • Chairman, JM Financial Credit Solutions Ltd. (2014 - 2025) • Director, Ardan, Inc. (formerly Westcor Land Title Insurance Company) (2020 - present) • Director, Brillio, Inc. (2023 - 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

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

    | EXL 2026 Proxy Statement | / | 15 |

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

    Thomas Bartlett Director since March 2024 Independent Age: 68 – 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 experiences 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. 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 Information and cybersecurity Sustainability Mergers and acquisitions Committees Compensation and Talent Management (Chair); Audit* 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 nominee, Blackstone Digital Infrastructure Trust, Inc. (2026–present) Director and member of the audit committee and the finance, investment and risk management committee, The Hartford (NYSE: HIG) (2025–present) 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 Director, Brightspeed (2024–present) Member, Board of Advisors of the Rutgers Business School Member, Samaritans Advisory Council Member, Council on Foreign Relations Former Senior Advisor, Apollo Global Management, Inc. 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 * Audit committee financial expert under applicable SEC rules and regulations.

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

    | 16 | / | EXL 2026 Proxy Statement |

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

    Andreas Fibig Director since January 2023 Independent Skills Finance and accounting Executive leadership (within the last 5 years) Public company governance Human capital management Marketing Global experience Sustainability Mergers and Acquisitions Age: 64 - 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 sustainability, that Mr. Fibig should serve as a director. Committees • Nominating and Governance (Chair); Audit 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 - 2025) • 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) • President and Chairman, 1014 - space for ideas (2017 - present) • Member, Staatsoper Berlin

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

    | EXL 2026 Proxy Statement | / | 17 |

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

    Pat Geraghty Director since October 2025 Independent Skills Executive leadership (within the last 5 years) AI Human capital management Mergers & acquisitions Age: 67- is a leader in the healthcare industry with broad experience in corporate governance, executive leadership and technology, including AI. Mr. Geraghty's business experience, skills and directorships are detailed below. The Company has concluded, based in part on Mr. Geraghty's experience as President and CEO of GuideWell and his expertise in the healthcare industry, including innovation and transformations through AI and other technology, healthcare reform and next generation payment strategies, that Mr. Geraghty should serve as a director. Committees Audit; Nominating and Governance Business experience President and Chief Executive Officer, Guide Well / Florida Blue, a leading healthcare insurer (2011-2025) President and Chief Executive Officer, Blue Cross Blue Shield of Minnesota (2008-2011) Senior Vice President, Service, with Horizon Blue Cross Blue Shield of New Jersey (1999 - 2008) Various positions up to President, Southeast Region Sales, with Prudential Health Care (1981-1999) Other relevant experience Director, MedeAnalytics (2025 - present) Member and former Chair, Florida Council of 100 Director, America's Health Insurance Plans (AHIP) (2012-2025), (Chair, 2024 - 2025) Director, Blue Cross Blue Shield Association (2022-2025) Director, People's Gas System (2017-2025) Director, Tampa Electric Company (2017-2025) Director, National Institute for Health Care Management (NIHCM) (2008-2025)

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

    | 18 | / | EXL 2026 Proxy Statement |

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

    Kristy Pipes Director since January 2021 Independent Skills Finance and accounting Executive leadership Public company governance Human capital management Global experience Risk oversight and management Information and cybersecurity Mergers and acquisitions Age: 67 - 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 Lead Independent 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)

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

    | EXL 2026 Proxy Statement | / | 19 |

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

    Sarah K. Williamson Director since June 2023 Independent Skills Finance and accounting Executive leadership (within the last 5 years) Public company governance Global experience Risk oversight and management Sustainability Mergers and acquisitions Age: 62 - 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 Compensation and Talent Management; 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) Mergers & Acquisitions Analyst, Goldman, Sachs & Co. (1984-1986) Public directorships during past five years Director and member of the audit committee and the compensation committee, Evercore (NYSE: EVR), an independent investment bank (2018 - present) Other relevant experience Author, "The CEO's Guide to the Investment Galaxy: Navigating Markets to Build Great Companies," Wiley, 2026 Board chair, Whitehead Institute for Biomedical Research, a non-profit research institution affiliated with 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

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

    | 20 | / | EXL 2026 Proxy Statement |

  28. 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.” 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. Each director attended at least 75% of the aggregate meetings of our board of directors and the committees on which they served during 2025. It is our policy that all of our directors standing for election should attend our Annual Meetings of Stockholders absent exceptional cause.

  29. Compensation and Talent Management Committee

    Compensation and Talent Management Committee Compensation and Talent Management Committee profile Thomas Bartlett, Chair Vikram Pandit Kristy Pipes Oversight of compensation-related risk, including reviewing and recommending incentive compensation plans Approving or recommending clawback policies, executive stock ownership guidelines, and hedging/pledging policies Retention and oversight of compensation consultants and other advisors Oversight of human capital management matters Sarah K. Williamson 4 committee meetings in 2025 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 overseeing 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 rules. 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 2025 and continuing into 2026, 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. The members of our Compensation and Talent Management Committee are appointed by our board of directors. All new members of the committee must be recommended by our Nominating and Governance Committee. During 2025, none of our executive officers served as a member of the board of directors or compensation committee (or similar) of any entity that has one or more executive officers who serve on our board of directors or Compensation and Talent Management Committee.

  30. Employee health, safety and wellbeing

    Employee health, safety and wellbeing The health, safety and wellbeing of our employees are fundamental to our operations and aligned with our commitment to conduct our business in a responsible and safe manner. We maintain a comprehensive Environment, Health and Safety (EHS) Management System certified to ISO 45001:2018, which provides a structured framework to manage risks and promote workplace safety across our global operations. We have achieved a Five Star Rating from the British Safety Council for best practices in occupational health and safety across our United Kingdom, India, Philippines, Europe and South Africa centers, and we continue to operate in alignment with the guidelines of the Five Star audit framework. Training on health and safety is delivered periodically to employees, suppliers and partners, and in 2025 an updated mandatory health and safety e-learning module was launched for all employees. We conduct annual risk assessments with the objective of identifying and minimizing workplace hazards. We have established both Company-wide and worksite-specific safety objectives that are integrated into our EHS Management System to ensure consistent application of safety practices. Where practicable, EHS considerations are integrated into business activities with a focus on conducting operations in an environmentally responsible manner while safeguarding the health and safety of employees, contractors, customers, visitors and the communities in which we operate.

  31. Employee health, safety and wellbeing

    | 48 | / | EXL 2026 Proxy Statement |

  32. Employee health, safety and wellbeing

    In addition to safety practices, we offer a range of initiatives to support overall employee wellbeing, including: On-site health camps Workshops to support individuals with disabilities Financial wellbeing workshops and webinars Wellbeing initiatives Programs focused on physical and mental health, including confidential counseling Workshops to support new parents Online and telehealth consultations (for certain regions) 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, and our vendors, that are shared with us and for which we are responsible. We maintain a comprehensive 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 data privacy laws and regulations. For more information on our cybersecurity risk management, please see “Cybersecurity risk management” on page 37. For more information on our information security and data privacy procedures, please refer to the 2025 Form 10-K, Item 1C. Responsible artificial intelligence We seek to ensure that our use of AI in our business and operations is ethical, trustworthy and responsible. Our approach to the development and application of AI is grounded in the principles of fairness, security, reliability, transparency, accountability, sustainability and privacy. A strong responsible AI framework contributes to measurable business outcomes. It enables the scalable deployment of AI solutions while reducing regulatory, operational, reputational and litigation risk. Our framework helps to build trust and accelerate client adoption.

  33. Employee health, safety and wellbeing

    | EXL 2026 Proxy Statement | / | 49 |

  34. Employee health, safety and wellbeing

    Oversight over our use of AI models is provided by our centralized, cross-functional AI Governance Committee, which is jointly led by our General Counsel and Chief Information Officer and includes representatives from our corporate compliance team and digital and applicable business leads. Pursuant to our AI Governance Policy, new deployment of AI created by EXL is assessed against our trustworthy AI principles to promote consistent risk management, efficient model life cycle oversight and sustained business value. Our AI Governance Policy also establishes guidelines on regulatory compliance, data privacy and security, best practices for front-end and back-end development and human oversight, helping ensure that AI-enabled solutions deliver measurable outcomes for clients while preserving trust and resilience. 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 39. We also emphasize training our workforce in AI and responsible AI practices to enhance adoption, execution quality and long-term value creation. See “2025 Training by the numbers” on page 46. Human rights Our Human Rights Policy details our commitment to human rights and our zero tolerance for workplace harassment and discrimination and preventing forced labor and trafficking and other abuses. 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 our CEO’s total compensation. For more information, see “Detailed review of compensation components – Annual incentives – Determination of individual performance measure achievement” on page 69. Sustainability oversight For more information on our oversight of sustainability and sustainability-related matters and risks, see “Sustainability risk management” on page 39. 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.

  35. Employee health, safety and wellbeing

    | 50 | / | EXL 2026 Proxy Statement |

  36. Employee health, safety and wellbeing

    Our Executive Committee 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, Executive Vice President, Chief Strategy & 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.

  37. Employee health, safety and wellbeing

    | EXL 2026 Proxy Statement | / | 51 |

  38. 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.

  39. Employee health, safety and wellbeing

    | | Rohit Kapoor (age 61) | Chairman and CEO See “Our board of directors” above for Mr. Kapoor’s biography. | | | Ajay Ayyappan (age 48) | 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 54) | 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 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 58) | 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 since 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, Mr. Chhibbar served 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. |

  40. Employee health, safety and wellbeing

    | 52 | / | EXL 2026 Proxy Statement |

  41. Employee health, safety and wellbeing

    | | Pamela Harrison (age 61) | Executive Vice President and Chief Human Resources Officer Ms. Harrison has served as our Executive Vice President and Chief Human Resources Officer 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 51) | 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 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 57) | 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 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 49) | 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 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. | | | Maurizio Nicolelli (age 57) | 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 53) | 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. |

  42. Employee health, safety and wellbeing

    | EXL 2026 Proxy Statement | / | 53 |

  43. Employee health, safety and wellbeing

    Compensation Discussion and Analysis

  44. Select 2025 financial and business highlights

    | • | As of December 31, 2025, our 1-year TSR was (4.4%), our 3-year TSR was 25.2% and our 5-year TSR was 149.3%. We outperformed our comparator groups in 5-year TSR, reflecting our long-term growth expectations and performance. |

  45. Pay-for-performance

    Pay-for-performance Our executive compensation philosophy is focused on pay-for-performance. In this regard, we link a significant portion of each NEO’s total compensation to the achievement of specified performance goals. This variable compensation is “at-risk” and rewards performance and contributions to both short- and long-term financial performance. As illustrated by the following graphs, the majority of the compensation that may be earned by our NEOs is tied to the achievement of financial performance metrics (annual incentive awards and PRSUs) or fluctuates with the underlying value of our common stock (PRSUs and RSUs). Chairman & CEO compensation mix* NEO compensation mix* (Excluding Chairman & CEO) 86% 95% at risk 9% 5% Fixed 11% 12% Fixed 88% at risk 77% Equity Annual incentive awards Base salary * Percentages displayed are rounded. The graphs above reflect the following information included in the Summary Compensation Table on page 79. “Equity” reflects the information in the “Stock Awards” column, “Annual incentive awards” reflects the information in the “Non-Equity Incentive Plan Compensation” column, and “Base salary” reflects the information in the “Salary” column. Items in the “Change in Pension Value and Nonqualified Deferred Compensation” and “All Other Compensation” columns of the Summary Compensation Table on page 79 are not reflected in the above graphs.

  46. 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 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 we amended in 2025 to require each covered executive at an Executive Vice President level to maintain aggregate stock ownership equal to at least three times his or her base salary, while Presidents are required to maintain ownership equal to at least four times their base salaries, and our CEO is required to maintain ownership equal to at least six times his base salary. 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 100 for a discussion of that policy. As of December 15, 2025, 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. |

  47. 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 applicable 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 payouts 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 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 the Company’s performance, leadership accomplishments and overall performance. | | 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 Committee also considers an executive officer’s job responsibilities, performance, qualifications and skills in determining individual compensation levels. |

  48. Pay-for-performance

    | Independent compensation consultant | For 2025, the Compensation and Talent Management Committee again retained the services of Farient Advisors, 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 to set compensation for each following year. At the time compensation decisions were made for our senior executive officers in 2025, 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 2025 compensation decisions, as well as the respective industries and 2025 revenues of each: | | | | | Company | Industry | 2025 Revenue ($MM, USD) | | | EPAM Systems, Inc. | IT Consulting and Other Services | $5,457 | | | Genpact Limited | Data Processing and Outsourced Services | $5,080 | | | Verisk Analytics, Inc. | Research and Consulting Services | $3,073 | | | TTEC Holdings, Inc. | Data Processing and Outsourced Services | $2,137 | | | ExlService Holdings, Inc. | Data Processing and Outsourced Services | $2,088 | | | Fair Isaac Corporation | Application Software | $1,991 | | | Teradata Corporation | Systems Software | $1,663 | | | UiPath Inc. | Systems Software | $1,430 | | | WNS (Holdings) Limited | Data Processing and Outsourced Services | $1,315 | | | Guidewire Software, Inc. | Application Software | $1,202 | | | Dun & Bradstreet | Research and Consulting Services | n/a | | | Informatica Inc. | Application Software | n/a | | | Perficient, Inc. | IT Consulting and Other Services | n/a | | | Thoughtworks Holding, Inc. | IT Consulting and Other Services | n/a |

  49. Pay-for-performance

    | In June of 2025, we updated the peer group companies that we used to make 2026 pay decisions as follows: TTEC Holdings was removed due to poor financials and Thoughtworks and Perficient were removed due to their acquisition in 2024 and replaced with SS&C Technologies, Snowflake and Veeva Systems which provide software products and cloud-based platforms. In addition, each of Dun & Bradstreet, Informatica, and WNS will be removed in future years as they have been acquired. We use a separate peer group for measuring performance under our PRSUs, as described under “Compensation—2025 Annual Restricted Stock Unit Awards.” The Compensation and Talent Management Committee reviews compensation information provided by Farient and other third-party data that highlights industry-based market compensation trends to evaluate each executive’s fixed and variable compensation when considering any changes to executive compensation. The Compensation and Talent Management Committee uses this information to obtain a general understanding of current market practices and as a data point to design a competitive executive compensation program that is aligned with the Company’s fundamental business objectives and strategy. |

  50. 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. |

  51. Annual cash incentive program

    Annual cash incentive program We have established an annual cash incentive program, which is generally maintained under our stockholder-approved omnibus incentive 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 early 2025 for awards payable in respect of 2025 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

  52. Annual cash incentive program

    | 66 | / | EXL 2026 Proxy Statement |

  53. Annual cash incentive program

    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 applicable omnibus incentive 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 2025 annual incentive awards. Our Compensation and Talent Management Committee considered the following when establishing the awards for 2025:

  54. 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 2025. Each of our continuing named executive officers other than the CEO received an increase in his annual incentive award target and maximum for 2025, which was a reflection of market data inputs, and, for Messrs. Bhalla and Jetley, a reflection of their respective promotions from executive vice president to president in April 2024, and Company growth.

  55. 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 | 80% of base salary | 160% of base salary | | Vikas Bhalla | 90% of annual fixed compensation | 180% of annual fixed compensation | | Vivek Jetley | 90% of base salary | 180% of base salary | | Narasimha Kini | 80% of base salary | 160% of base salary |

  56. Annual incentive award targets

    (1) Annual incentive award target is a percentage of base salary for U.S.-based employees and annual fixed compensation for Mr. Bhalla, who is based in India.

  57. 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 2025 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 eligible employees, including our named executive officers. Individual

  58. Performance measures

    | EXL 2026 Proxy Statement | / | 67 |

  59. Performance measures

    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.

  60. Determination of individual performance measure achievement

    | Name | Overall percentage attainment of target bonus | 2025 Actual annual incentive awarded ($)(1) | | Rohit Kapoor | 106% | 1,410,750 | | Maurizio Nicolelli | 101% | 453,384 | | Vikas Bhalla | 105% | 370,380 | | Vivek Jetley | 105% | 536,987 | | Narasimha Kini | 101% | 401,567 |

  61. 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 89.87 INR to 1 USD, which was the exchange rate on December 31, 2025. |

  62. 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 (“RSUs”) 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

  63. Long-term equity incentives

    | 70 | / | EXL 2026 Proxy Statement |

  64. Long-term equity incentives

    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.

  65. Equity compensation

    Equity compensation

  66. 2025 Annual Restricted Stock Unit Awards

    2025 Annual Restricted Stock Unit Awards Under our equity compensation program, our named executive officers received restricted stock units under the ExlService Holdings, Inc. 2025 Omnibus Incentive Plan (“2025 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 and revenue performance during a three-year performance period beginning on January 1, 2025 and concluding on December 31, 2027, as shown below.

  67. 2025 Annual Restricted Stock Unit Awards

    | 40% | + | 36% | + | 24% | = | Total | | Time-Vested RSUs | | Relative TSR-linked PRSUs | | Revenue-linked PRSUs | | Long-Term Incentive Award |

  68. 2025 Annual Restricted Stock Unit Awards

    Our Compensation and Talent Management Committee selected relative TSR and revenue 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 relative TSR and revenue performance measures encourage a focus on our strategic goals of long-term financial performance and market share growth.

  69. 2025 Annual Restricted Stock Unit Awards

    | EXL 2026 Proxy Statement | / | 71 |

  70. 2025 Annual Restricted Stock Unit Awards

    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 2025. 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. Therefore, it differs from the grant date fair value of the awards, as shown in the Summary Compensation Table for fiscal year 2025, which is calculated based on the assumptions described in note 1 to that table.

  71. 2025 Annual Restricted Stock Unit Awards

    | Name | Target Time-Vested RSUs ($) | Target Revenue-Linked PRSUs ($) | Target Relative TSR-Linked PRSUs ($) | Total Target Equity ($) | | Rohit Kapoor | 4,600,000 | 2,760,000 | 4,140,000 | 11,500,000 | | Maurizio Nicolelli | 800,000 | 480,000 | 720,000 | 2,000,000 | | Vikas Bhalla | 1,300,000 | 780,000 | 1,170,000 | 3,250,000 | | Vivek Jetley | 1,300,000 | 780,000 | 1,170,000 | 3,250,000 | | Narasimha Kini | 800,000 | 480,000 | 720,000 | 2,000,000 |

  72. 2025 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. |

  73. 2025 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. |

  74. 2025 Annual Restricted Stock Unit Awards

    | • | The “Performance-Vested” portion of the 2025 RSUs (“PRSUs”) vest based on performance measures as follows: |

  75. 2025 Annual Restricted Stock Unit Awards

    | – | Revenue-Linked PRSUs: 40% of these PRSUs 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, 2025 to December 31, 2027, and generally, continuous employment through December 31, 2027. 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 achievement levels, 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: |

  76. 2025 Annual Restricted Stock Unit Awards

    | Revenue achievement levels | Percentage of Revenue-Linked PRSUs earned | | 110% or more | 200% | | At 100% | 100% | | 90% | 25% |

  77. 2025 Annual Restricted Stock Unit Awards

    | – | Relative TSR-Linked PRSUs: The remaining 60% of the PRSUs will cliff-vest 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, 2025 to |

  78. 2025 Annual Restricted Stock Unit Awards

    | 72 | / | EXL 2026 Proxy Statement |

  79. 2025 Annual Restricted Stock Unit Awards

    | December 31, 2027, and generally, continuous employment through December 31, 2027. 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 Company’s 2025 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 benchmarking than a performance comparison. For the Relative TSR-Linked PRSUs granted in 2025, 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. |

  80. 2025 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:

  81. 2025 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% |

  82. 2025 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.

  83. 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 2023 performance-based restricted stock units. Our cumulative three-year revenue target was approximately $5.409 billion. We achieved approximately $5.496 billion for the three-year period, which was 101.61% of the revenue target for the revenue-linked PRSUs, resulting in the executives earning 116.15% of the 2023 revenue-linked PRSUs. The Company’s TSR performance was at the 64th percentile among its peer group, resulting in the executives earning 147.17% of the 2023 relative TSR-Linked PRSUs pursuant to the terms of the original grant.

  84. 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% | 101.615% | | TSR(1) | 21st percentile | 50th percentile | 80th or > percentile | 64th percentile | | 2023-2025 PRSU Final Payout Percentage: 134.76% | | | | |

  85. 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. |

  86. Payout of awards granted in prior fiscal years

    | EXL 2026 Proxy Statement | / | 73 |

  87. Severance and

    Severance and

  88. change-in-control

    change-in-control

  89. benefits

    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 under certain circumstances. 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 2025 year-end” beginning on page 86 . 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.

  90. 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 2025. 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

  91. Timing of equity awards

    | 76 | / | EXL 2026 Proxy Statement |

  92. Timing of equity awards

    thereafter. This meeting is scheduled far in advance. In 2025, we approved the grant of annual equity awards to our executive officers in February, consistent with our general practice, but the effectiveness of the grants was contingent upon stockholder approval of our 2025 Plan at our 2025 Annual Meeting. 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.

  93. Timing of equity awards

    | EXL 2026 Proxy Statement | / | 77 |

  94. 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, 2025, and our Proxy Statement relating to the Annual Meeting.

  95. 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 | 2025 | 885,205 | — | 13,811,888 | — | 1,410,750 | — | 93,918(4) | 16,201,761 | | Chairman & CEO | 2024 | 821,284 | — | 11,847,065 | — | 1,440,000 | — | 58,647 | 14,166,996 | | | 2023 | 815,000 | — | 9,982,605 | — | 1,514,253 | — | 34,148 | 12,346,006 | | Maurizio Nicolelli | 2025 | 560,342 | — | 2,402,095 | — | 453,384 | — | 17,335(5) | 3,433,156 | | Executive Vice President and CFO | 2024 | 517,541 | — | 1,979,695 | — | 394,215 | — | 11,106 | 2,902,557 | | | 2023 | 510,000 | — | 1,570,763 | 1,615,392 | 459,441 | — | 10,947 | 4,166,543 | | Vikas Bhalla | 2025 | 368,796(6) | — | 3,903,181 | — | 370,380 | 20,222 | 22,447(7) | 4,685,025 | | President and Head of AI Services and Operations | 2024 | 320,342 | — | 3,394,217 | — | 269,216 | 29,540 | 18,644 | 4,031,959 | | | 2023 | 300,188 | — | 1,681,606 | 3,230,785 | 320,917 | 5,642 | 18,383 | 5,557,521 | | Vivek Jetley | 2025 | 568,836 | — | 3,903,181 | — | 536,987 | — | 15,337(8) | 5,024,340 | | President and Head of Insurance, Healthcare and Life Sciences | 2024 | 512,568 | — | 3,394,217 | — | 323,153 | — | 11,106 | 4,241,045 | | | 2023 | 500,000 | — | 1,681,606 | 3,230,785 | 422,307 | — | 10,404 | 5,845,102 | | Narasimha Kini | 2025 | 496,301 | — | 2,402,095 | — | 401,567 | — | 30,284(9) | 3,330,248 | | Executive Vice President, Banking & Capital Markets and Diversified Industries | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — |

  96. 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 | — | — | — | 1,800,000 | — | 1,800,000 | — | | Bonus payout | 1,410,750 | 1,410,750 | 1,410,750 | 1,410,750 | — | 1,410,750 | 1,410,750 | | Life insurance | — | — | — | 1,134 | — | 1,134 | | | Health insurance | — | — | — | 51,830 | — | 51,830 | 51,830 | | Time-based restricted stock units | 11,934,722 | 11,934,722 | — | 10,906,146 | 4,894,860 | 11,934,722 | 10,906,146 | | Performance-based restricted stock units | 14,708,261 | 19,123,850 | — | 14,708,261 | 17,066,904 | 19,123,850 | 14,708,261 |

  97. 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 | — | — | 567,000 | — | 567,000 | — | | | Time- based restricted stock units | 1,981,778 | 1,981,778 | — | 796,471 | 1,981,778 | — | | | Performance-based restricted stock units | 1,306,230 | 3,231,840 | — | 2,874,106 | 3,231,840 | — | | | Options | 825,458 | 825,458 | — | 412,714 | 825,458 | — | | Vikas Bhalla | Base salary payout | — | — | 400,579 | — | 400,579 | — | | | Time-based restricted stock units | 2,986,418 | 2,986,418 | — | 1,114,602 | 2,986,418 | — | | | Performance-based restricted stock units | 2,207,497 | 5,444,865 | — | 4,863,580 | 5,444,865 | — | | | Options | 1,650,854 | 1,650,854 | — | 825,427 | 1,650,854 | — | | | Government-required payouts | 168,513 | 168,513 | 168,513 | — | 168,513 | — |

  98. 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 ($) | Retirement ($) | | Vivek Jetley | Base salary payout | — | — | 575,000 | — | 575,000 | — | | | Time-based restricted stock units | 2,970,079 | 2,970,079 | — | 1,098,262 | 2,970,079 | — | | | Performance-based restricted stock units | 2,207,497 | 5,444,865 | — | 4,863,580 | 5,444,865 | — | | | Options | 1,650,854 | 1,650,854 | — | 825,427 | 1,650,854 | — | | Narasimha Kini | Base salary payout | — | — | 500,000 | — | 500,000 | — | | | Time-based restricted stock units | 1,841,090 | 1,841,090 | — | 693,130 | 1,841,090 | — | | | Performance-based restricted stock units | 1,306,230 | 3,231,840 | — | 2,874,106 | 3,231,840 | — | | | Options | 825,458 | 825,458 | — | 412,714 | 825,458 | — |

  99. Definition of disability

    | Pay Ratio – all employees (with COLA)(1) | | | Chief Executive Officer’s annual total compensation | $16,201,761 | | Median employee’s annual total compensation | $12,542 | | Ratio of Chief Executive Officer’s annual total compensation to median employee’s annual total compensation | 1,292:1 |

  100. Definition of disability

    | Pay Ratio – United States employees | | | Chief Executive Officer’s annual total compensation | $16,201,761 | | Median employee’s annual total compensation | $108,229 | | Ratio of Chief Executive Officer’s annual total compensation to median employee’s annual total compensation | 150:1 |

  101. 2025 Pay versus performance table

    2025 Pay versus performance table

  102. 2025 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) | | 2025 | 16,201,761 | 14,000,427 | 4,118,193 | 3,227,304 | 249 | 172 | 251 | 2,087.7 | | 2024 | 14,166,996 | 28,702,408 | 3,540,320 | 7,968,804 | 261 | 140 | 198.3 | 1,838.4 | | 2023 | 12,346,006 | 8,676,507 | 4,831,740 | 1,838,204 | 181 | 130 | 184.6 | 1,630.7 | | 2022 | 11,010,906 | 16,069,419 | 2,697,045 | 4,081,949 | 199 | 77 | 143 | 1,412 | | 2021 | 10,033,589 | 19,117,355 | 3,445,143 | 5,740,391 | 170 | 128 | 115 | 1,122 |

  103. 2025 Pay versus performance table

    (1) The CEO for each of 2025, 2024, 2023, 2022, and 2021 was Rohit Kapoor. (2) The other named executive officers for each applicable year are as follows:

  104. 2025 Pay versus performance table

    | • | 2025: Maurizio Nicolelli, Vikas Bhalla, Vivek Jetley and Narasimha Kini |

  105. 2025 Pay versus performance table

    | • | 2024: Maurizio Nicolelli, Vikas Bhalla, Vivek Jetley and Vishal Chhibbar |

  106. 2025 Pay versus performance table

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

  107. 2025 Pay versus performance table

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

  108. 2025 Pay versus performance table

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

  109. 2025 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, 2025, or, if earlier, the vesting date (rather than the grant date) and factor in dividends and interest accrued with respect to such awards. 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 sam e year, and there are no dividends or interest accrued to report. The following table details the applicable adjustments:

  110. 2025 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 ($) | Total Compensation Actually Paid ($) | | 2025 | CEO | 16,201,761 | 0 | 0 | (13,811,888) | 12,210,585 | (1,246,787) | 646,756 | 14,000,427 | | | Other NEOs | 4,118,193 | (5,055) | 5,055 | (3,152,638) | 2,787,133 | (611,127) | 85,743 | 3,227,304 |

  111. 2025 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 the Nasdaq 100 Technology Sector Index, which was used in our Form 10-K performance graph pursuant to Regulation S-K Item 201(e)(1)(ii), but incorrectly labeled as the S&P 500 Information Technology

  112. 2025 Pay versus performance table

    | EXL 2026 Proxy Statement | / | 97 |

  113. 2025 Pay versus performance table

    Index. As of December 31, 2025, the peer group was changed to the Nasdaq 100 Technology Sector Index and the earlier peer group, which comprised two companies: Genpact Limited and WNS (Holdings) Limited was removed, because WNS (Holdings) Limited delisted on October 17, 2025. As a result of such delisting, providing a comparison of the Company’s TSR against the prior peer group is not meaningful.

  114. 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 2021 - 2025, 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:

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

    | | | | | |

  116. 2025 Performance measures

    | Name(1) | Fees earned or paid in cash ($) | Stock awards ($)(2)(3) | All Other compensation ($) | Total ($) | | Thomas Bartlett | 108,750 | 239,387 | | 348,137 | | Andreas Fibig | 111,250 | 239,387 | | 350,637 | | Pat Geraghty(4) | 25,000 | 152,504 | | 177,504 | | Vikram Pandit | 100,000 | 343,437 | | 443,437 | | Kristy Pipes | 117,500 | 239,387 | | 356,887 | | Nitin Sahney | 103,750(5) | 239,387 | | 343,137 | | Jaynie Studenmund(6) | 58,750 | — | 2,000 | 60,750 | | Sarah K. Williamson | 100,000(5) | 239,387 | | 339,387 |