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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )1)

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Preliminary Proxy Statement—Subject to Completion Dated, August 10, 2020

July 27, 2018
[    ·    ] 2020

Dear Stockholder:Virtusa Stockholders and Stakeholders:

         YouIt is likely that what we do touches your lives daily, even if you do not see our name on products or services you buy as individuals. Virtusa is a leading global information technology (IT) services firm providing deep industry based digital engineering and consulting. We design and build end-to-end digital systems and applications that help businesses move faster, operate more efficiently, and serve their customers in ways that are cordially invitedoptimized for today's digital economy. Our digital engineering services and solutions meet some of the most complex and rapidly evolving technology needs of Global 2000 customers worldwide.

         The emergence of the COVID-19 pandemic in early 2020 has created unprecedented challenges for economies and communities around the world. It has also created challenges for Virtusa and the IT services industry as a whole. From this crisis, however, we have learned just how important Virtusa is to attendour clients, and how dedicated our global team is to serving our clients to ensure their success even under the annual meetingmost extraordinary circumstances. Since the onset of COVID-19, we have upheld our commitment to our clients by maintaining nearly uninterrupted service and developing new solutions that help them address the economic challenges of the pandemic. We have also doubled down on our commitment to our stockholders by intensifying our efforts under our Three-Pillar strategy to increase our profitable revenue growth, achieve greater revenue diversification, and improve our long-term gross and operating margins. Finally, and most importantly, we have kept our commitment to our employees and our community by doing everything in our power to ensure the health and well-being of Virtusa Corporationour global team members and their families. Today, nearly all of our global delivery team has the ability to be held at 8:00 a.m., local time, on Thursday, September 6, 2018 at the offices of Virtusa Corporation located at 132 Turnpike Road, Southborough, Massachusetts 01772.work from home and we have put strict measures in place to help ensure our people remain safe and healthy.

         At this annual meeting, youLooking ahead to the remainder of our fiscal 2021 and beyond, we remain steadfast in our commitment to our clients, our stockholders, our team, and our community. We will be askedcontinue to (i) elect three (3) class IIhelp our clients in their time of need by delivering leading services and solutions that help them navigate the challenges of COVID-19 and emerge stronger competitors in their respective industries. To do so, we will focus on strengthening our skills and capabilities that enable our clients' digital transformation and empower our clients to flourish in the digital economy. We have already launched several new initiatives on both the client development and cost containment sides of our business to ensure we continue to make progress against our long-term plan and deliver increased value to our stockholders. In addition, we recently increased the strength of our already exceptional board of directors as nominated bywith the election of former Wipro Chief Executive Officer, Abidali Neemuchwala, to our board of directors,directors. Finally, we will focus on finding and keeping the best people throughout our organization. Our performance management systems are individual, real time, continual, and visible to all employees. We monitor and disclose turnover data and apply our own digital expertise to encourage employee feedback, engagement, training, retention and well-being.

         Our focus on sustainable operations helps reduce our risks and enhance our financial sustainability. Our key sustainability disclosures are third-party certified by International Organization for Standardization ("ISO") and Occupational Health and Safety Assessment Series ("OHSAS") and result in excellent grades from leading scorers including top marks from Institutional Shareholder Services Inc. ("ISS") for environmental and social, an A from MSCI and a three-year term, and, with respect to the holders of our Series A Convertible Preferred Stock, one (1) Series A director, until his/her successor is duly elected and qualified or until such Series A director's right to hold the office terminates, whichever occurs earlier, (ii) ratify the appointment of our independent registered public accountants, (iii) cast an advisory vote on the compensation of our named executive officers, and (iv) transact such other business as may properly come before the annual meeting and any adjournments or postponements thereof. The board of directors unanimously recommends that you vote FOR electionB from CDP.

         On behalf of the director nominees, FOR ratification of appointment ofboard and management, we extend our independent registered public accountantsappreciation for your support and FOR approval, on an advisory basis, of the compensation of our named executive officers.

        Details regarding the matters to be acted upon at this annual meeting appearinterest in the accompanying proxy statement. Please give this material your careful attention.

        Whether or not you plan to attend the annual meeting, please submit your vote via the Internet (www.envisionreports.com/VRTU), by telephone (1-800-652-VOTE (8683)), or by your proxy by completing, signing and dating the enclosed proxy card and returning it in the envelope provided as soon as possible so that your shares will be represented at the annual meeting. If you vote via the Internet or by telephone or send your proxy in, you will not limit your right to vote in person at the annual meeting. Your prompt cooperation will be greatly appreciated.Virtusa.

		Very truly yours,
		Kris Canekeratne ChairmanBoard Chair and Chief Executive OfficerCEO

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Virtusa Corporation
132 Turnpike Road
Southborough, Massachusetts 01772
(508) 389-7300

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, September 6, 2018

To the Stockholders of Virtusa Corporation:

        TheYou are cordially invited to attend the annual meeting of stockholders of Virtusa Corporation, a Delaware corporation (the "Company"), at:

DATE
[    ·    ] [    ·    ]
2020

TIME
[    ·    ]
(Eastern Standard Time)

The annual meeting will be held on Thursday, September 6, 2018,virtually via https://www.cesonlineservices.com/vrtu20_vm, and will begin promptly at 8:00 a.m., local time, at Virtusa Corporation located at 132 Turnpike Road, Southborough, Massachusetts 01772,[    ·    ]. If you plan to participate in the virtual meeting, you will need to pre-register by [    ·    ]. To pre-register for the following purposes:meeting, please follow the instructions provided under "General Information" in the proxy statement accompanying this notice. Stockholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. There will be no physical location for stockholders to attend. Stockholders may only participate online and must pre-register.

ITEMS OF BUSINESS:
At the annual meeting, you will be asked:

1.

To elect three (3)two (2) class III directors, as nominated by our board of directors, to our board, each to serve for a three-year term, until his/her respective successor has been duly elected and qualified, or until his/her earlier death, resignation or removal and, with respect to the holders of our Series A Convertible Preferred Stock, one (1) Series A director, until his/her successor is duly elected and qualified or until such Series A director's right to hold the office terminates, whichever occurs earlier;



2.

To ratify the appointment of the accounting firm of KPMG LLP as the Company's independent registered public accountants for the current fiscal year; and



3.

To holdapprove, on an advisory vote onbasis, the compensation of our named executive officers; and



4.

To transact such other business as may properly come before the annual meeting and any adjournments or postponements thereof.officers.

           Proposal 1 relates solely to the election of three (3)two (2) class III directors and the one (1) Series A director nominated by the board of directors and does not include any other matters relating to the election of directors, including without limitation, the election of directors nominated by any stockholder of the Company. New Mountain Vantage Advisers, L.L.C. ("NMV") has notified the Company that NMV intends to nominate three individuals for election as directors at the annual meeting in opposition to the nominees recommended by our board of directors. Any candidates nominated by NMV have NOT been endorsed by our board of directors. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU DO NOT SIGN ANY PROXY CARDS SENT TO YOU BY NMV. IF YOU HAVE PREVIOUSLY SIGNED A PROXY CARD SENT TO YOU BY NMV, YOU CAN REVOKE IT BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN THE ENVELOPE PROVIDED, OR, IF YOUR SHARES ARE HELD IN STREET NAME, BY INSTRUCTING YOUR BROKER TO VOTE YOUR SHARES FOR THE WHITE PROXY CARD.

RECORD DATE:
Only stockholders of record at the close of business on July 17, 2018,[    ·    ], are entitled to notice of and to vote at the annual meeting and at any adjournment or postponement thereof.

HOW TO VOTE:
All stockholders are cordially invited to attend the annual meeting in person.virtually. However, to assure your representation at the annual meeting, we urge you, whether or not you plan to attend the annual meeting, to submit your vote via the Internet, (www.envisionreports.com/VRTU),or by telephone, (1-800-652-VOTE (8683)),following the instructions on the WHITE proxy card, or by completing, signing and dating the enclosedWHITE proxy card and returning it in the envelope provided as soon as possible so that your shares will be represented at the annual meeting. If you vote via the Internet or by telephone or send your proxy in, you will not limit your right to vote in personvirtually at the annual meeting. If you have any questions about the annual meeting or how to vote your shares, please contact MacKenzie Partners, Inc., our proxy solicitor assisting us in connection with the annual meeting. Stockholders may call toll free at 1-800-322-2885 or collect at 212-929-5500.

		By Orderorder of the Board of Directors,
		Ranjan Kalia Executive Vice President, Chief Financial Officer,
[·], 2020		Treasurer and Secretary

Southborough, Massachusetts
July 27, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON THURSDAY, SEPTEMBER 6, 2018: THE PROXY

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STATEMENT AND ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT www.envisionreports.com/VRTU, FOR REGISTERED HOLDERS AND AT www.edocumentview.com/VRTU FOR BENEFICIAL/STREET HOLDERS.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE, OR PLEASE PROMPTLY SUBMIT YOUR VOTE VIA THE INTERNET (www.envisionreports.com/VRTU), OR BY TELEPHONE (1-800-652-VOTE (8683)), IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.

IN ACCORDANCE WITH OUR SECURITY PROCEDURES, ALL PERSONS ATTENDING THE ANNUAL MEETING WILL BE REQUIRED TO PRESENT PICTURE IDENTIFICATION.

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VIRTUSA CORPORATION
PROXY STATEMENT132 Turnpike Road
Southborough, Massachusetts 01772For the Annual Meeting of Stockholders
To be Held on [    ·    ], 2020

General Information

2020 Annual Stockholders Meeting

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, September 6, 2018

July 27, 2018

          This proxy statement isand the accompanying WHITE proxy card are furnished in connection with the solicitation of proxies by the board of directors of Virtusa Corporation, a Delaware corporation (the "Company," "our," "we" or "us"), for use at the annual meeting of stockholders to be held on Thursday, September 6, 2018,[    ·    ], at 8:00 a.m.[    ·    ]., local time, or at the offices of Virtusa Corporation located at 132 Turnpike Road, Southborough, Massachusetts 01772, and any adjournments or postponements thereof. An annual report to stockholders, containing financial statements for the fiscal year ended March 31, 2018,2020, is being mailed together with this proxy statement to all stockholders entitled to vote at the annual meeting. This proxy statement and the form ofaccompanying WHITE proxy card are expected to be first mailed to stockholders on or about August 2, 2018.[    ·    ].

          The purposes of the annual meeting are to (i) elect three (3)two (2) class III directors, as nominated by our board of directors, for a three-year term, and, with respect to the holders of our Series A Convertible Preferred Stock, one (1) Series A director, as nominated by our board of directors, until his/her successor is duly elected and qualified or until such Series A director's right to hold the office terminates, whichever occurs earlier, (ii) ratify the appointment of the accounting firm of KPMG LLP as the Company's independent registered public accountants for the current fiscal year, and (iii) holdto approve, on an advisory vote onbasis, the compensation of our named executive officers, and (iv) transact such other business as may properly come before the annual meeting and any adjournments or postponements thereof.NEOs. The board of directors unanimously recommends that you vote FOR election of the director nominees, FOR ratification of the appointment of our independent registered public accountants and FOR approval, on an advisory basis, of the compensation of our named executive officers.NEOs.

          Only stockholders of record at the close of business on July 17, 2018,[    ·    ], the record date, will be entitled to receive notice of and to vote at the annual meeting. As of July 17, 2018, 32,741,394the record date, [    ·    ] shares of common stock, $.01 par value per share, of the Company were eligible to vote at the annual meeting, of which 29,741,394[    ·    ] shares of common stock were issued and outstanding and 3,000,000 shares of common stock were issuable upon conversion of the 108,000 shares of Series A Convertible Preferred Stock, $.01 par value per share (the "Series A Preferred Stock") which are issued and outstanding. The holders of common stock (including the 3,000,000 shares of common stock issuable upon conversion of the Series A Preferred Stock) are entitled to one vote per share on any proposal presented at the annual meeting.

          The annual meeting will be held virtually via https://www.cesonlineservices.com/vrtu20_vm, and will begin promptly at [    ·    ]. Stockholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. There will be no physical location for stockholders to attend. Stockholders may voteonly participate online and must pre-register. In order to attend the virtual-only meeting, you will need to pre-register by [                           ]. To pre-register for the meeting, please follow these instructions:

          If your shares are registered in personyour name with our transfer agent and you wish to attend the virtual meeting, please go to https://www.CESVote.com, enter the control number you received on

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your WHITE proxy card to access the voting page, then click on the "Click here to pre-register for the online meeting" link at the top of the page.

          If you do not have your WHITE proxy card, you may pre-register to attend the virtual meeting by emailing your proof of ownership of shares of our common stock as of [                           ] to VRTURegister@Proxy-Agent.com. Your proof of ownership may include a copy of your proxy card received either from us or from NMV or a statement showing your ownership of shares of our common stock as of [                           ]. After pre-registering, and upon verification of your ownership, you will receive a confirmation email prior to the annual meeting with instructions for attending the virtual annual meeting online.

          If your shares are not registered in your name with our transfer agent, but you are a beneficial owner and your shares are held by a broker, bank, financial institution or other nominee or intermediary in "street name" as of [                           ], you may pre-register to attend the annual meeting by emailing VRTURegister@Proxy-Agent.com and attaching evidence that you beneficially owned shares of our common stock as of [                           ], which evidence may consist of a copy of the Voting Instruction Form (or Notice) provided by your broker, bank, financial institution or other nominee or intermediary, an account statement, or a letter or legal proxy or stockholdersfrom such custodian. After pre-registering, and upon verification of your ownership, you will receive a confirmation email prior to the annual meeting with instructions for attending the virtual annual meeting online.

          Stockholders may submit their vote via the Internet, (www.envisionreports.com/VRTU), by telephone (1-800-652-VOTE (8683))(following the instructions on the WHITE proxy card), or by completing, signing and dating the enclosedWHITE proxy card and returning it in the envelope provided as soon as possible so that the stockholderstockholder's shares will be represented at the annual meeting. If you attend the annual meeting, you may vote in personvirtually even if you have previously returned yourWHITE proxy card or voted via telephone or the Internet. Voting via the Internet or telephone will not limit your right to vote in personvirtually at the annual meeting as stated above. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by (i) filing with the Secretary of the Company, before the taking of the vote at the annual meeting, a written notice of revocation bearing a later date than the proxy, (ii) duly completing a later-dated proxy relating to the

same shares and delivering it to the Secretary of the Company before the taking of the vote at the annual meeting, or (iii) attending the annual meeting and voting in personvirtually (although attendance at the annual meeting will not in and of itself constitute a revocation of a proxy). Any written notice of revocation or subsequent proxy should be sent before the taking of the vote at the annual meeting so as to be delivered to:to Virtusa Corporation, 132 Turnpike Road, Southborough, Massachusetts 01772, Attention: Secretary, before the taking of the vote at the annual meeting.Secretary.

          The representation in personvirtually or by proxy of at least a majority of the outstanding shares of commonthe capital stock of the Company issued and outstanding and entitled to vote at the annual meeting is necessary to constitute a quorum for the transaction of business. Votes withheld from any nominee, abstentions and broker "non-votes" are counted as present or represented for purposes of determining the presence or absence of a quorum for the annual meeting. A "non-vote" occurs when a nominee holding shares for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect to such other proposal, the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. It is anticipated that the 2020 Annual Meeting of Stockholders will be contested (see the foregoing discussion) as such broker "non-votes" may not occur.

          For Proposal 1, the three (3) class IIour by-laws require that each director nomineesnominee shall be elected if the number of votes cast for such nominee's election exceed the number of votes cast against such nominee's election, except where a different vote is required by law, the certificate of incorporation (including

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any certificates of the powers, designations, preferences and rights of any class or series of stock) or the one (1)by-laws; provided, however, that in a contested election, a nominee shall be elected by a plurality of the votes cast, meaning that the director nominees receiving the most votes would be elected. The certificates of the powers, designations, preferences and rights of the Series A director isConvertible Preferred Stock require that the Series A Director shall be elected by the affirmative vote of a majority of the votes properly cast by the holders of the Series A Convertible Preferred Stock for such election at the annual meeting.

          New Mountain Vantage Advisers, L.L.C. ("NMV") has notified us of its intent to nominate three individuals for election as directors at the annual meeting. If NMV proceeds with its alternative nominations, the election of directors would be considered a contested election. As a result, the two (2) director nominees for the Class I directors receiving the most votes at the annual meeting will be elected and the one (1) Series A director shall be elected by a majority of the votes properly cast by the holders of Series A Convertible Preferred Stock for such election at the annual meeting. You may not vote your shares cumulatively or for a greater number of persons than the number of director nominees named in this proxy statement. In the event NMV does not proceed with its nominations or withdraws its nominees on or prior to the day preceding the date the Company first mails the proxy materials for the annual meeting to the Company's stockholders, the election of directors will not be contested, and the director nominees for Class I directors will be elected if the number of votes cast for such nominee's election exceed the number of votes cast against such nominee's election.

          For Proposal 2, the ratification of the appointment of KPMG LLP as the Company's independent registered public accountants for the current fiscal year, and for Proposal 3, the advisory vote on theapproval of compensation of our named executive officers,NEOs, an affirmative vote of a majority of the shares properly cast for and against each such matter is required for approval.

          Brokerage firms, banks and other nominees who hold shares on behalf of their clients in "street name" are not permitted to vote the shares if the clients do not provide instructions (either vote FOR, or vote AGAINST, WITHHOLD their vote, or ABSTAIN) on matters that are not routine matters. If NMV provides proxy materials in opposition to our board of directors to your broker to forward to you on its behalf, your broker will not have discretionary authority to vote your shares are heldon any of the matters to be presented at the annual meeting. Therefore, if you hold your shares in "street-name" through a broker thoseor other nominee, absent voting instructions from you, your shares will not be votedcounted as voting and will have no effect on those proposals requiring approval by a plurality or majority of the votes cast. On the other hand, in the absence of NMV providing proxy materials in opposition to our board to your broker to forward to you on its behalf, Proposal 1 (the election of directors) or Proposal 3 (the advisory vote on2 to ratify the compensationappointment of our named executive officers), unless you affirmatively provide theindependent registered public accountants will be a "routine" matter for which your broker instructions on howdoes not need your voting instruction in order to vote.vote your shares. Abstentions and broker "non-votes" will have no effect in determining the outcome of Proposal 1. Abstentions and broker "non-votes" are not counted as votes cast for or against a matter and thus will have no effect on Proposals 2 and 3.

        The persons named as attorney-in-fact in the proxies, Ranjan Kalia, Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Company, and Paul D. Tutun, Executive Vice President, General Counsel and Assistant Secretary, were selected by the board of directors.          All properly executedWHITE proxies returned in time to be counted at the annual meeting including any votes properly made via the Internet or telephone, will be voted by such personsthe named proxies at the annual meeting. Where a choice has been specified on the WHITEproxy with respect to the foregoing matters, the shares represented by the WHITEproxy will be voted in accordance with the specifications. If noyou return a validly executed WHITE proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, such specifications are indicated, suchWHITE proxies will be voted FOR election of the director nominees set forth on the WHITE proxy card, FOR ratification of the appointment of our independent registered public accountants for the current fiscal year, and FOR the approval, on an advisory basis, of the compensation of our named executive officers

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NEOs. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU DO NOT SIGN OR OTHERWISE VOTE USING ANY PROXY CARD SENT TO YOU BY NMV.

          If you have any questions or require assistance with voting, please call:

Toll-Free at 800-322-2885
Call Collect at 212-929-5500
Email: VRTU@mackenzieparnters.com

          Aside from the election of directors, the ratification of the appointment of the independent registered public accountants and the advisory vote on the compensation of our named executive officers,NEOs, the board of directors knows of no other matters to be presented at the annual meeting. If any other matter should be presented at the annual meeting upon which a vote properly may be taken, shares represented by all proxies received by the board of directors will be voted with respect thereto in accordance with the judgment of the persons named as attorney-in-fact in the proxies.

          You may receive proxy solicitation materials from NMV, including an opposition proxy statement and proxy card. Our board of directors recommends that you do not sign or otherwise vote using any proxy card sent to you by NMV. To vote as our board of directors recommends, stockholders must use the WHITE proxy card or attend the annual meeting and vote virtually. Voting against any NMV nominees or voting to withhold or abstain on the proxy card sent to you by NMV will not be counted as a vote for our board's nominees and will result in the revocation of any previous vote you may have cast on the WHITE proxy card. If you wish to vote pursuant to the recommendation of our board of directors, you should disregard any proxy card you receive other than the WHITE proxy card. If you have previously voted using the proxy card sent to you by NMV, you have the right to change your vote by executing a later dated WHITE proxy card or by attending and voting at the annual meeting. Only the latest dated proxy you submit will be counted.

          OUR BOARD RECOMMENDS THAT YOU DO NOT VOTE FOR ANY INDIVIDUALS WHO MAY BE NOMINATED BY NMV.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED WHITEPROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE, OR PLEASE PROMPTLY SUBMIT YOUR VOTE VIA THE INTERNET OR BY TELEPHONE FOLLOWING THE INSTRUCTIONS ON THEWHITEPROXY CARD, IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THEWHITEPROXY CARD IS MAILED IN THE UNITED STATES.

IN ACCORDANCE WITH OUR SECURITY PROCEDURES, ALL PERSONS ATTENDING THE ANNUAL MEETING WILL BE REQUIRED TO PRESENT GOVERNMENT ISSUED PICTURE IDENTIFICATION.

Expenses and Solicitation

          Our board is soliciting proxies for the annual meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders. Further, we may reimburse brokers, banks and

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other nominees that hold shares of our common stock on behalf of beneficial owners for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to such beneficial owners of our common stock. In the event of a contested proxy solicitation for the election of directors, Virtusa may incur additional costs related to the mailing and printing of proxy materials, data processing and tabulation costs, and other related expenses of up to approximately $[    ·    ] in the aggregate.

          We have retained MacKenzie Partners, Inc. ("MacKenzie") to aid in soliciting proxies and advise on certain matters relating to the annual meeting for a fee estimated not to exceed $[    ·    ] plus reasonable out-of-pocket expenses. MacKenzie has informed us that approximately twenty-five (25) of its employees will assist in the solicitation. Proxies may be solicited on our behalf by telephone or through other means by our directors, officers and other employees who will receive no additional compensation for such services. Appendix B to this proxy statement sets forth information relating to our directors, nominees, executive officers and employees who are considered "participants" in our solicitation under the rules of the Securities and Exchange Commission (the "SEC"). If there is a contested solicitation for the election of directors at the annual meeting, Virtusa will also incur significant additional expenses related to the solicitation (in excess of those normally spent for an annual meeting). To date, as a result of the nomination of candidates by NMV and the potential proxy contest related thereto, the Company has incurred approximately $[    ·    ] related to the fees of legal, financial and other advisors (including MacKenzie). If the contested solicitation proceeds, we expect to incur an additional $[    ·    ] of such fees and expenses, resulting in an aggregate amount of approximately $[    ·    ].

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VIRTUSA AT A GLANCE

          Virtusa is a leading global provider of digital engineering, consulting, and information technology ("IT") services and solutions that help our clients change, disrupt, and unlock new value. We combine our deep industry and domain expertise with the right tools, techniques, accelerators and agile teams to help businesses move forward, faster.

          Our digital engineering services and solutions solve some of the most complex and rapidly evolving problems for global 2000 companies.

          Our experience with a large customer base provides us with real-time, granular, and globally differentiated market intelligence to investments in the research, infrastructure, and training.

          We are innovation engineers.

Our mission

          We apply domain and technology innovation to accelerate business outcomes for our clients.

·

This enable our clients to create distinctive experiences, transform their businesses, grow revenue, and deliver efficiencies.



·

We are an innovative global firm that attracts, develops, inspires, and retains exceptional talent.



·

We strive to be socially conscious and responsible corporate citizens.

Our strategy

          With over 22,000 world class professionals, servicing clients from 50+ locations in 24 countries, our strategy focuses on three fundamental pillars:

·

Increase profitable revenue growth by targeting large digital and cloud transformation engagements



·

Achieve greater revenue diversification, categorized by geography, industry and client



·

Increase gross and operating margins through pyramid efficiencies, project profitability and general and administrative expense leverage.

Our values

          Agile in thought and transparent in action, our organization is innately driven to find a better way through our PIRL values.

·

Passion – to inspire our global teams to deliver extraordinary results.



·

Innovation – to applying intellectual curiosity to reimagine better business outcomes for our clients.

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·

Respect – to protect our environment, honor our diversity and treat everyone with dignity.



·

Leadership – to take personal responsibility when things go awry and always ascribe success to the team.

FY2020 performance highlights

·

For the fiscal year ended March 31, 2020, revenue was $1.312B, an increase of 5.2% over the prior fiscal year. On a constant currency basis revenue increased 5.6% year-over-year.



·

We reported GAAP income from operations of $80.2M for FY2020, an increase from $70.3M from FY 2019.



·

GAAP net income available to common shareholders was $43.6M for FY2020 or $1.42 per diluted share, compared to $11.8M or $0.38 per diluted share for FY 2019.



·

Non-GAAP income from operations was $113.8M for FY2020, compared to $123.2M for FY2019.



·

Non-GAAP net income was $71.9M for FY2020 or $2.14 per diluted share, compared to $71.3M or $2.12 per diluted share for FY 2019. (For a reconciliation of each non-GAAP financial measure to the most comparable GAAP measures, see page 62 of our 10K filed on May 28, 2020 and Appendix A attached to this proxy statement).

Background of the Solicitation

          The following timeline is provided to make clear how extensive the discussions have been between the Company and New Mountain Vantage Advisers, L.L.C. ("NMV"), regarding the Company's business and potential candidates to join our Board. We believe this illustrates our openness to input from all shareholders and stakeholders as well as the earnestness of our efforts to seek a resolution without incurring the expenses of a proxy contest. NMV has nominated three directors in opposition to the two (2) class I directors who are recommended by our Board for election. The Board does not endorse the NMV nominees and unanimously recommends you use the WHITE proxy card to vote FOR the election of each of the nominees proposed by the Board. The Board also recommends that you do not sign or return any proxy cards sent to you from NMV.

          Following the Company's 2019 annual meeting, the Board had discussions about augmenting the Board with new members and undertook the process of determining the qualifications and skills desired for such new members. As discussed in the section below entitled "How We Are Selected," our Nominating and Corporate Governance Committee (the "Nominating Committee") seeks members from diverse professional backgrounds who combine public company senior executive and board-level experience with a broad spectrum of relevant industry and strategic experience and expertise, that, in concert, offer us and our stockholders diversity of opinion and insight in the areas most important to us and our corporate mission. In addition, nominees for director are selected to have complementary, rather than overlapping, skill sets. Through this skills-based approach, our Nominating Committee focused on reviewing the skill set of our then-existing directors and adding to our Board directors who would bring new perspectives and broaden the experience of the Board. The Nominating Committee actively seeks to identify candidates who would strengthen the ability of

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our Board to offer practical business advice and strategic guidance to management and fulfill its fiduciary duties to stockholders.

          On March 27, 2020, at NMV's request, a call took place between our Chief Financial Officer, Ranjan Kalia and Tyler Saitta, a NMV Vice President, in which Mr. Saitta asked questions regarding the Company's business and strategy for the future.

          On April 23, 2020, at NMV's request, our Chairman and Chief Executive Officer, Kris Canekeratne and Mr. Kalia had a call with Chad Fauser, Head of Engagement for NMV and Prasad Chintamaneni, Managing Director of NMV. These meetings covered a broad range of topics, including the Company's business and results of operations, our earnings performance, long-term business strategies, capital allocation and the composition of our Board.

          On April 29, 2020, at NMV's request, Mr. Canekeratne, Mr. Kalia and our Chief Strategy Officer, Thomas Holler, had a call with representatives of NMV, including Mr. Fauser and Mr. Chintamaneni. At this meeting the representatives of NMV delivered a presentation to the Company which included NMV's views regarding the Company's operating margins, M&A strategy and corporate governance. The NMV representatives also made a request for Board representation for Mr. Chintamaneni and Mr. Fauser, both NMV employees.

          From May 1 through 12, 2020, the Board held meetings, together with members of management and advisors, to discuss NMV's demands and potential next steps. At the meetings, representatives of the Company's advisors reviewed with the Board the mechanics, expense and timetable related to a potential proxy contest with NMV. The Board also discussed steps that could be taken to avoid the expense and distraction of a potential proxy contest with NMV. Finally, the Board reviewed elements of NMV's business strategy presentation against the Company's current Three Pillar strategy and concluded that the Company's current plan would, if successfully implemented, address the points of concern in NMV's presentation. The Board engaged in a lengthy discussions of these topics during which questions were asked and answered by the advisors.

          On May 18, 2020, following the Company's announcement of its fourth quarter and fiscal year 2020 financial results on May 13, 2020, Mr. Canekeratne, Mr. Kalia and Mr. Holler had a discussion with representatives of NMV, including Mr. Fauser and Mr. Chintamaneni. During this discussion, the NMV representatives expressed their views regarding certain issues related to the Company's business, strategies and financial performance. In addition, NMV requested that the Board form a new Business Optimization Committee which would be comprised principally of the proposed NMV representatives. On May 20, 2020, Mr. Fauser contacted Mr. Canekeratne and asked to speak with the Company's directors and Mr. Canekeratne said that he would arrange such a meeting.

          On May 27, 2020, our Lead Independent Director and Chair of our Nominating Committee, Rowland Moriarty, and our Series A Director and member of our Nominating Committee, Vikram Pandit, had a discussion with representatives of NMV, including Mr. Fauser and Mr. Chintamaneni. During this discussion, Mr. Moriarty and Mr. Pandit acknowledged NMV's interest in joining the Board and invited Mr. Fauser and Mr. Chintamaneni to participate in the Board's standard process for evaluating director candidates that involves interviews, reference checks and other steps to help ensure both a complementary fit with the Board, as well as finding candidates with skill sets that align with the Company's current business needs.

          Later on May 27, 2020, the Board and the Nominating Committee held a meeting, together with members of management and advisors, and discussed NMV's demands, the composition of the Board and various corporate governance matters. At these meetings the directors also discussed

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steps that could be taken to avoid the expense and distraction of a potential proxy contest with NMV. The Board also decided to offer NMV an opportunity to provide responses to certain questions that our directors had regarding the perspectives expressed by NMV's representatives.

          On May 30, 2020, Mr. Moriarty emailed Mr. Fauser and Mr. Chintamaneni a set of nine questions from the Board for NMV to address. The following day, Mr. Pandit and Mr. Moriarty conducted a call with representatives of NMV to address their questions regarding the purpose of the questionnaire, whether the request represented constructive engagement by the Company that was likely to lead to increased stockholder representation on the Board, and whether other candidates considered for Board appointment are required to complete a similar questionnaire.

          During June 2020, the Nominating Committee continued its work to identify potential new director candidates. In this search, the Nominating Committee continued to follow the Company's longstanding approach of reviewing the skill sets of existing directors, identifying future Company needs, and identifying the qualifications and skill sets that new board members would bring to the Board. The Nominating Committee conducted interviews with four director candidates, including Mr. Fauser and Mr. Chintamaneni, and spoke to references for these candidates during this period.

          On June 2, 2020, the Board held a meeting, together with members of management and advisors, to review, among other things, the recent discussions with NMV. The Board discussed NMV's demands, the composition of the Board and various corporate governance matters. The Board also discussed steps that could be taken to avoid the expense and distraction of a potential proxy contest with NMV, including considering Mr. Fauser and Mr. Chintamaneni in its process for identifying potential new director candidates. Following discussion, the Board determined to propose that Mr. Fauser and Mr. Chintamaneni be interviewed by directors Deborah Hopkins and Izhar Armony, the two members of the Nominating Committee who had not yet met with Mr. Fauser and Mr. Chintamaneni.

          Following the Board meeting, Mr. Canekeratne emailed Mr. Fauser to inform him that members of the Nominating Committee, Ms. Hopkins and Mr. Armony, would arrange interviews with Mr. Fauser and Mr. Chintamaneni and gather more information in accordance with the Board's standard procedure for considering potential new director candidates.

          Also on June 2, 2020, Mr. Fauser and Mr. Chintamaneni emailed Mr. Moriarty NMV's responses to the May 30 questions. NMV's responses were provided to the Board.

          On June 9, 2020, Ms. Hopkins and Mr. Armony each interviewed both Mr. Fauser and Mr. Chintamaneni.

          On June 11, 2020, the Board and the Nominating Committee held meetings, together with members of management and advisors, to consider, among other things, potential new director candidates. The Board and Nominating Committee discussed four director candidates, which included Mr. Fauser and Mr. Chintamaneni. The members of the Nominating Committee provided feedback regarding each of the candidates. The Nominating Committee noted that one of the candidates, Abidali Neemuchwala, had extensive public company senior executive and board-level experience and possessed the skill set sought by the Company. Following discussion, the Board and Nominating Committee determined to further consider the potential new director candidates at subsequent meetings.

          On June 12, 2020, Mr. Canekeratne, Mr. Kalia and Mr. Holler had a discussion with representatives of NMV, including Mr. Fauser and Mr. Chintamaneni. Mr. Canekeratne informed the

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representatives of NMV that the Nominating Committee was in the process of identifying a potential new director candidate whom it would consider adding to the Board. Mr. Canekeratne also indicated that the Company would be open to having NMV meet with the candidate, and that the Company would be willing to jointly announce with NMV the addition of a highly experienced industry veteran to the Board.

          On June 14, 2020, Mr. Moriarty and Mr. Pandit had a discussion with representatives of NMV, including Mr. Fauser. Mr. Fauser reiterated NMV's views regarding certain issues related to the Company's business, strategies, financial performance and corporate governance. Mr. Fauser also expressed his opinion regarding Institutional Shareholder Services Inc.'s ("ISS") ranking of the Company and his understanding that ISS would recommend voting against the Company's director nominees at the 2020 annual meeting. Mr. Moriarty and Mr. Pandit questioned Mr. Fauser's assertions about the position of ISS and noted that the Company had not disclosed its nominees for the current election or even made any final decisions and had not as of yet had any engagement with ISS on the topic. Mr. Fauser rephrased his position and indicated that it was simply his belief that ISS would recommend against the Company's nominees. Mr. Moriarty and Mr. Pandit thanked Mr. Fauser and his colleagues for their time and input and concluded by noting that the Company values input from all of its stockholders.

          Also on June 14, 2020, the Board and the Nominating Committee held meetings, together with members of management and advisors, to consider potential new director candidates and the recent discussions with NMV. After due consideration, and in accordance with the Company's corporate governance policies, the Nominating Committee unanimously determined that Mr. Fauser and Mr. Chintamaneni did not have the extensive public company C-suite senior executive or board-level experience and other qualifications which they were seeking in new director candidates. In addition, the Committee noted that Mr. Chintamaneni's executive experience was in the BFSI space which both NMV and the Company had separately concluded was a sector that the Company should seek to expand beyond. As a result, the Committee concluded that it was not in the best interests of the Company and its stockholders to grant NMV's demand for Mr. Fauser and Mr. Chintamaneni to be added to the Board. During these meetings, the Nominating Committee also officially considered the candidacy of Mr. Neemuchwala. The Board and the Nominating Committee noted Mr. Neemuchwala's extensive public company senior executive and board-level experience and determined that he possessed the skill set sought by the Company and would provide valuable insight as the Company continued to focus on creating value for stockholders. The Board and the Nominating Committee determined to pursue Mr. Neemuchwala to join the Board. The Board again discussed steps that could be taken to resolve the issues with NMV, including inviting NMV into the process to vet Mr. Neemuchwala's candidacy and proposing to add an additional independent director candidate mutually acceptable to NMV and the Board. The Committee also noted that it was anticipated that one of our long-standing directors was not going to stand for re-election at the 2020 annual meeting.

          On June 15, 2020, Mr. Canekeratne and Mr. Moriarty had a discussion with representatives of NMV, including Mr. Fauser. Mr. Fauser reiterated NMV's demands discussed at the previous meetings. Mr. Canekeratne and Mr. Moriarty informed NMV that the Nominating Committee had identified a potential new director candidate whom it was interested in adding to the Board. Mr. Canekeratne and Mr. Moriarty also indicated the Board's willingness to consider material changes to the composition of the Board. These changes included adding an additional independent director candidate mutually acceptable to NMV and the Board following the Nominating Committee's process, and having one of our long standing directors retire. The NMV representatives were also invited to meet with and provide input on the candidate that the Board felt was most qualified. Mr. Fauser stated that anything short of adding either himself or Mr. Chintamaneni to the Board was

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a "non-starter" for NMV. Mr Fauser also indicated NMV's willingness to compromise by modifying its request such that if the Board appointed either of Mr. Fauser or Mr. Chintamaneni, and one director not affiliated with NMV, but who was mutually acceptable to NMV and the Company, NMV would not submit a nomination notice (or would withdraw it, if submitted). Mr. Fauser then indicated that NMV would discuss internally and respond to the Board's proposal.

          On June 17, 2020, NMV sent the Company a notice of intent to nominate the following three candidates for election as directors at the Company's 2020 annual meeting: Michael J. Baresich, Ramakrishna Prasad Chintamaneni and Patricia B. Morrison. Also on June 17, 2020, NMV sent a letter to the Board. In particular, NMV's letter discussed its views regarding the Company's (i) operating margins, (ii) EPS growth, (iii) capital allocation, and (iv) corporate governance.

          Also on June 17, 2020, Mr. Moriarty and Ms. Hopkins had a discussion with representatives of NMV, including Mr. Fauser. Mr. Fauser expressed his opinion that NMV's candidates, Mr. Baresich, Mr. Chintamaneni and Ms. Morrison, would add value to the Board, and that the Board's appointment of a new independent director at the present time would not be well received by the Company's stockholders notwithstanding how well qualified the person may be.

          On June 18, 2020, the Board and the Nominating Committee met, together with members of management and advisors, to consider potential new director candidates and the recent discussions with NMV. Following the recommendation of the Nominating Committee, our Board then officially voted to add Mr. Neemuchwala to the Board. The Nominating Committee determined that that it would continue conducting the process to identify and seat additional new, highly qualified independent directors, and would evaluate NMV's independent director candidates under this process.

          On June 19, 2020, the Company issued a press release announcing the appointment of Mr. Neemuchwala to our Board. The Company also announced that the Board intended to continue conducting a vigorous process to identify and seat new, highly qualified independent directors to the Board. The Company also disclosed it had received NMV's nomination of director candidates and stated that the Board welcomed the opportunity to interview NMV's independent director candidates.

          On June 22, 2020, NMV issued a press release disclosing its nomination of its three director nominees and its June 17 letter to the Board. NMV also announced that it would be willing to withdraw its nominations in exchange for: (i) adding either Mr. Fauser or Mr. Chintamaneni to the Board; (ii) adding one of NMV's independent nominees to the Board and (iii) the Company's public commitment to a margin improvement and revenue diversification strategy.

          On June 23, 2020, Mr. Moriarty emailed Mr. Fauser and indicated that the Nominating Committee wanted to interview NMV's independent director nominees, Mr. Baresich and Ms. Morrison, as the Nominating Committee was seeking to add one more independent director to our Board as discussed in the Company's June 19 press release.

          On July 2, 2020, the Board met, together with members of management and advisors, to consider potential new director candidates and the recent discussions with NMV. The Board discussed the feedback and interviews regarding potential new director candidates. The Board also discussed steps that could be taken to avoid the expense and distraction of a potential proxy contest with NMV.

          On July 6, 2020, NMV filed a Schedule 13D with the SEC disclosing it beneficially owned approximately 8.98% of the Company's outstanding shares of common stock, plus economic

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exposure through derivatives to approximately 1.79% of the Company's outstanding shares of common stock. Also on that day NMV delivered to the Company a demand letter for a copy of a list of the Company's stockholders pursuant to Section 220 of the Delaware General Corporation Law (the "220 Demand Letter").

          During late June and July, 2020, the members of the Nominating Committee, as well as our directors, Barry Nearhos and Al-Noor Ramji, and Mr. Canekeratne interviewed Ms. Morrison and Mr. Baresich.

          On July 22, 2020, the Company entered into a confidentiality agreement with NMV relating to the 220 Demand Letter.

          On July 27, 2020, NMV delivered to the Company a purported demand letter for copies of certain corporate records of the Company related to the Company's margin improvement, revenue diversification, management compensation, director selection and review process, corporate governance, financing committee activities, and acquisition of Polaris Consulting and Services, Ltd., pursuant to Section 220 of the Delaware General Corporate Law. The Company is assessing the demand letter and will respond accordingly. On July 29, 2020, NMV filed an amendment to its Schedule 13D with the SEC attaching the demand letter and disclosing that NMV beneficially owned approximately 9.89% of the Company's outstanding shares of common stock, plus economic exposure through derivatives to approximately 0.90% of the Company's outstanding shares of common stock.

          On August 3, 2020 the Company filed with the SEC a preliminary proxy statement with respect to the 2020 annual meeting. In the preliminary proxy statement the Company disclosed that William K. O'Brien, who is currently a Class I director, was not nominated for reelection to the Board because he is over the age of 72, and pursuant to our corporate governance guidelines, unless otherwise approved by the Board, no director who is 72 years of age or older will be nominated for re-election. Mr. O'Brien will remain on the Board until the 2020 annual meeting and the successors to the Class I directors which are up for election at the 2020 annual meeting are duly elected.

          At the time of Mr. O'Brien's re-election to the Board at the 2017 annual meeting, the Board had experienced a lot of turn-over of long-tenured directors who stepped off the Board, including Ron Maheu, Martin Trust and Bob Davoli. Given this, the Board determined that it was important to retain Mr. O'Brien on the Board to ensure some level of continuity and also because his financial experience was critical to the Board. At the present time, the Board determined that there was sufficient continuity and also that a number of the other members were positioned to provide the level of financial and business experience necessary for the Board to function effectively.

          On August 5, 2020, NMV filed with the SEC a preliminary proxy statement with respect to the 2020 annual meeting.

          On August 6, 2020, at the direction of the Board, representatives of the Company's outside counsel had a call with representatives of NMV's outside counsel to discuss whether a consensual resolution might be reached in order to avoid the expense and distraction of a proxy fight.

          On August 10, 2020, the Company filed with the SEC an amended preliminary proxy statement with respect to the 2020 annual meeting.

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SECURITY OWNERSHIPOUR BOARD OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTDIRECTORS

        The following table sets forth certain information regarding beneficial ownership of our common stock at June 30, 2018: (i) by each person who is known by us to beneficially own more than 5% of the outstanding shares of common stock and Series A Preferred Stock; (ii) by each director or nominee; (iii) by each named executive officer; and (iv) by all directors and executive officers as a group. Unless otherwise noted below, the address of each person listed on the table is c/o Virtusa Corporation, 132 Turnpike Road, Southborough, Massachusetts 01772.

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PROPOSAL 11—
ELECTION OF DIRECTORS

NomineesProposal Summary

          Our board of directors currently consists of eightten members. Pursuant to our bylaws, our board of directors, on June 18, 2018, fixed the size of the Board at nine (9) members, subject to and effective upon the election of Ms. Deborah (Debby) C. Hopkins at our 2018 annual meeting of stockholders on September 6, 2018.

Our seventh amended and restated certificate of incorporation also divides the members of our board of directors that are elected by all holders of our capital stock into three classes. One class is elected each year for a term of three years. TheseWe are asking our stockholders to elect two (2) class I directors, as nominated by our board of directors, for a three-year term, and, with respect to the holders of our Series A Convertible Preferred Stock, one (1) Series A director, until his/her successor is duly elected and qualified or until such Series A director's right to hold the office terminates, whichever occurs earlier. The following table sets forth the nominees to be elected at the annual meeting and continuing directors.

          In accordance with our corporate governance guidelines, William K. O'Brien, who is currently a Class I director, was not nominated for reelection to the board of directors because he is over the age of 72. Mr. O'Brien will remain on the Board until the 2020 annual meeting and the successors to the Class I directors which are up for election at the 2020 annual meeting are duly elected. The Board has resolved to decrease its size to nine members effective upon expiration of the current term of the Class I directors. If all of the Board's nominees are elected, by a majoritythe Board will be comprised of votes cast by stockholders.nine members immediately following the 2020 annual meeting.

          The board of directors, upon the recommendation of the nominating and corporate governance committee, has nominated Izhar Armony, Rowland T. MoriartyAl-Noor Ramji and Deborah C. Hopkins,Joseph G. Doody and recommended that each

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nominee be elected to the board of directors as a class IIClass I director, each to hold office until the annual meeting of stockholders to be held in the year 20212023 and until his/her successor has been duly elected and qualified or until his/her earlier death, resignation or removal.

        The board of directors is also composed of (i) two (2) class III directors (Kris Canekeratne and Barry R. Nearhos) whose terms expire upon the election and qualification of directors at the annual meeting of stockholders to be held in 2019 and (ii) three (3) class I directors (William K. O'Brien, Al-Noor Ramji, and Joseph G. Doody) whose terms expire upon the election and qualification of directors at the annual meeting of stockholders to be held in 2020. In addition, under the terms of our Series A Convertible Preferred Stock issued to Orogen Viper LLC ("Orogen") in connection with their purchase of an aggregate of 108,000 shares of convertible preferred stock Also, for aggregate consideration of $108 million which closed on May 3, 2017, and the terms of the Investment Agreement dated as of May 3, 2017 by and between the Company and Orogen, the holders of Series A Convertible Preferred Stock, voting separately as a class and to the exclusion of holders of all other classes of our capital stock, have the right to elect one (1) Series A Director (the "Series A Director") to our board of directors, separate and apart from the members of our board of directors that are elected by all holders of our capital stock. For this annual meeting, the board of directors, upon the recommendation of the nominating and corporate governance committee, has nominated Vikram S. Pandit and recommended that such nominee be elected to the board of directors as a Series A Director, to hold office until his successor is duly elected and qualified or until such Series A Director's right to hold the office terminates, whichever occurs earlier, subject to such Series A Director's earlier death, disqualification or removal. Only the holders of our Series A Convertible Preferred Stock have the right to vote on Mr. Pandit's election. Mr. Canekeratne is our chief executive officer and the chairman of the board.

The board of directors knows of no reason why any of the nominees would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of director as the board of directors may recommend in the place of such nominee. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees named below.

          For Proposal 1,Each proxy executed and returned by a holder of shares of common stock will be voted for the election of three (3) class II directors, the two Class I director nominees, shall be elected if the number of votes cast forunless otherwise indicated on such nominee's election exceed the number of votes cast against such nominee's electionproxy. Each proxy executed and the one (1) Series A director is electedreturned by a majorityholder of the votes properly cast by the holdersshares of the Series A Convertible Preferred Stock will be voted for the election of the two Class I director nominees and the Series A director nominee, unless otherwise indicated on such proxy.

          We have received a notice from NMV for the nomination of three individuals for election to our board of directors at the annual meeting.meeting in opposition to the director nominees named in this proxy statement.

By-law Amendment Adopting Majority Voting          The board of directors does not endorse any NMV nominees and unanimously recommends that you vote for the directors who have been named in Uncontested Director Electionsthis proxy statement and on the WHITE proxy card, and do not sign or otherwise vote using any proxy card sent to you by NMV. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU DO NOT SIGN ANY PROXY CARDS SENT TO YOU BY NMV. IF YOU HAVE PREVIOUSLY SIGNED OR OTHERWISE VOTED USING A PROXY CARD SENT TO YOU BY NMV, YOU CAN REVOKE IT BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN THE ENVELOPE PROVIDED

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" THE NOMINEES LISTED ABOVE FOR
WHICH YOU ARE ENTITLED TO VOTE FOR ELECTION AS A DIRECTOR.

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Who We Are

          On July 27,We, the members of Virtusa's board of directors, know that the most important decision you, as stockholders, make is that of selecting the people who oversee the Company on your behalf. We, therefore, open this proxy statement by sharing information essential to making these critical voting decisions. In addition to the material in our board profiles that follow, we would like to emphasize some key facts that we think set our board apart.

Our board includes directors who:

•

have founded the Company or made personal investments in our shares,

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are leading technologists,

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have served as senior executives or directors of much larger companies, including a former CEO of Citigroup,

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come from companies known for high corporate governance standards, such as Prudential,

•

are exceptionally well connected in key customer circles,

•

are successful investors in our sector,

•

qualify as financial experts, and/or

•

held prestigious teaching positions, including at Harvard Business School.

          Our strength comes from our collective and diverse skills, experiences, and backgrounds, as described in these individual profiles below.

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How We Are Constituted

          Excluding Mr. O'Brien who was not nominated for reelection to the board of directors in accordance with our corporate governance guidelines because he is over the age of 72, our board of directors currently consists of nine members and:

•

is 89% independent

•

has an average age of 62

•

has an average tenure of 8 years (with steady refreshment including five directors joining since 2016), and

•

is comprised of 67% directors who are diverse by gender, race or ethnicity.

          The board of directors brings together a diversity of experience. This includes planning, business development and strategic management of complex, global organizations, knowledge of and significant leadership positions in the technology and application outsourcing industry, financial and accounting expertise, and domain experience.

          A total of five directors have joined since 2016, enhancing the board's breadth and depth of experience and diversity. Abidali Neemuchwala joined the board in June 2020. Mr. Neemuchwala was identified within our corporate network and recommended to the Nominating and Corporate Governance Committee for consideration. Our nominating and corporate governance committee conducted a rigorous interview and selection process which included a number of potential director candidates before recommending Mr. Neemuchwala.

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Director Key Skills and Experience

How we are Selected

Director Qualifications

          The nominating and corporate governance committee of the board of directors is responsible for reviewing with the board of directors from time to time the appropriate qualities, skills and characteristics desired of members of the board of directors in the context of the needs of the business and current make-up of the board of directors. This assessment includes consideration of the following minimum qualifications that the nominating and corporate governance committee believes must be met by all directors:

·

nominees must have experience at a strategic or policy making level in a business, government, non-profit or academic organization of high standing;



·

nominees must be highly accomplished in their respective fields, with superior credentials and recognition;

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nominees must be well regarded in the community and shall have a long-term reputation for the highest ethical and moral standards;



·

nominees must have sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards on which the nominee may serve; and



·

nominees must be free of actual or potential conflicts of interest, in particular with relationships with other boards.

          We do not have a formal diversity policy. However, as part of its evaluation of director candidates and in addition to other standards, the nominating and corporate governance committee may consider whether each candidate, if elected, assists in achieving a diverse mix of board members. Accordingly, the board of directors seeks members from diverse professional backgrounds who combine a broad spectrum of relevant industry and strategic experience and expertise that, in concert, offer us and our stockholders diversity of opinion and insight in the areas most important to us and our corporate mission. In addition, nominees for director are selected to have complementary, rather than overlapping, skill sets. All candidates for director nominee must have time available to devote to the activities of the board of directors. The nominating and corporate governance committee also considers the independence of candidates for director nominee, including the appearance of any conflict in serving as a director. Candidates for director nominee who do not meet these criteria may still be considered for nomination to the board of directors, if the nominating and corporate governance committee believes that the candidate will make an exceptional contribution to us and our stockholders.

Process for Identifying and Evaluating Director Nominees

          The board of directors is responsible for selecting its own members. The board of directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate.

          Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all the minimum qualifications for director nominees established by the nominating and corporate governance committee; provided, however, that no incumbent director shall be deemed qualified to be nominated for re-election if such incumbent director has failed to attend at least 75% of all meetings of the board of directors held during such incumbent director's then-current term, except as a result of illness or family emergency. In addition, the board of directors believes that age limits for the Company's directors is in the best interests of the board of directors and the stockholders because it promotes turnover and allows for greater board diversity. Pursuant to our corporate governance guidelines, unless otherwise approved by the board of directors, no director who is 72 years of age or older will be nominated for re-election.

          The nominating and corporate governance committee may gather information about director candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be helpful in the evaluation process. The nominating and corporate governance committee then meets as a group to

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discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors' approval as director nominees for election to the board of directors. The nominating and corporate governance committee also recommends candidates to the board of directors for appointment to the committees of the board of directors.

Procedures for Recommendation of Director Nominees by Stockholders

          The nominating and corporate governance committee will consider director nominee candidates who are recommended by our stockholders. Stockholders, in submitting recommendations to the nominating and corporate governance committee for director nominee candidates, shall follow the following procedures:

          All recommendations for nomination must be in writing and include the following:

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Name and address of the stockholder making the recommendation, as they appear on our books and records, and of such record holder's beneficial owner;

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Number of shares of our capital stock that are owned beneficially and held of record by such stockholder and such beneficial owner;

·

Description of all arrangements or understandings between such stockholder, such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are made by such stockholder and such beneficial owner

·

Representation (a) that such stockholder and such beneficial owner intend to appear in person or by proxy at the annual meeting to nominate the individual recommended for consideration as a director nominee and (b) whether such stockholder or such beneficial owner intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company's outstanding capital stock required to elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such nomination;

·

Name, age, business and residential address, educational background, principal occupation or employment of the individual recommended for consideration as a director nominee;

·

Class and number of shares of our capital stock that are owned beneficially and held of record by such individual recommended for consideration as a director nominee; and

          All other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the recommended candidate's written consent to being named in the proxy statement as a nominee and restatedto serving as a director if approved by the board of directors and elected.

          Nominations must be sent to the attention of our secretary by U.S. mail (or other courier or expedited delivery service) to: Virtusa Corporation, 132 Turnpike Road, Southborough, Massachusetts 01772.

          Our secretary will promptly forward any such nominations to the nominating and corporate governance committee. The nominating and corporate governance committee must receive any such recommendation for nomination not less than 90 days nor more than 120 days prior to the first

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anniversary of the preceding year's annual meeting. Once the nominating and corporate governance committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements above, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to the board of directors.

How we are Elected

          The Company's by-laws were amended to instituteinclude a majority voting standard under which a director nominee is only elected to the Boardboard of Directorsdirectors if

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the votes cast for such nominee's election exceed the votes cast against such nominee's election. Abstentions and broker non-votes are not considered votes "for" or "against" the candidate. Prior to the amendment, our by-laws provided that at each annual meeting of stockholders, director nominees would be elected by a plurality of the votes cast at such meeting.

The majority voting standard applies to all uncontested elections of directors other than the Series A Director, which is elected by the holders of a majority of the Series A Preferred Stock; a director nominee will be elected to the Boardboard if the votes cast for such nominee's election exceed the votes cast against such nominee's election.

          An incumbent director who is nominated for election and fails to receive a majority of the votes cast for such director's reelectionre-election would be required to promptly deliver to the Boardboard of Directorsdirectors an irrevocable offer to resign from the Board.board. The Boardboard of Directorsdirectors will consider such director's offer to resign, taking into consideration any such factors that the Boardboard of Directorsdirectors deems relevant in deciding whether to accept such director's resignation. In a contested election, a plurality voting standard will continue to apply to director elections other than the Series A Director whichwho is elected by the holders of a majority of the Series A Preferred Stock. A contested election will generally include any situation in which we receive a notice that a stockholder has nominated a person for election to the Boardboard of Directorsdirectors at a meeting of stockholders.stockholders, as discussed in further detail in "General Information" above.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

THAT YOU VOTE"FOR"How we are Organized
THE NOMINEES LISTED BELOW.

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        The following table sets forth the nominees to be elected at the annual meeting and continuing directors, the year each such nominee or director was first elected a director, the positions with us currently held by such nominee and director, the year such nominee's or director's current term will expire and such nominee's and director's current class:

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EXECUTIVE OFFICERS AND DIRECTORS

        The following table sets forth the executive officers, director nominees to be elected at the annual meeting, and the directors of the Company, their ages, and the positions currently held by each such person with the Company as of the date of this proxy statement.

Kris Canekeratne, one of our co-founders, has served as chairman of our board of directors from our inception and chief executive officer from 1996 to 1997 and from 2000 to the present. In 1997, Mr. Canekeratne co-founded eDocs, Inc., a provider of electronic account management and customer care, later acquired by Oracle Corporation. In 1989, Mr. Canekeratne was one of the founding team members of INSCI Corporation, a supplier of digital document repositories and integrated output management products and services and served as its senior vice president from 1992 to 1996. Mr. Canekeratne obtained his B.S. in Computer Science from Syracuse University. As a co-founder and chief executive officer, Mr. Canekeratne provides a critical contribution to our board of directors, reflecting his detailed knowledge of the Company, our employees, our client base, our prospects, the global IT industry and our competitors.

Ranjan Kalia has served as our executive vice president, chief financial officer, treasurer and secretary since October 2012. Prior to his promotion, Mr. Kalia served as our senior vice president, chief financial officer, treasurer and secretary since October 2008 and senior vice president, finance since he joined us in April 2008. Prior to joining us, from 2000 to December 2007, Mr. Kalia served as

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Vice President, Finance Emerging Markets and International Development and Chief Financial Officer—Asia Pacific for EMC Corporation. Mr. Kalia received a M.B.A. from Nichols College and an undergraduate degree from Delhi University, India.

Raj Rajgopal has served as our president of Digital Business Strategy (DBS) since August 2017. Prior to his appointment as president of DBS, Mr. Rajgopal served as president of Enterprise Transformation Services (ETS) since March 2016, president since May 2013, executive vice president, business development and client services since October 2008 and served as our general manager of communications, content, and technology, or CCT, Business Unit beginning when he joined us in April 2005. Prior to joining us, from 2003 to April 2005, Mr. Rajgopal served as President, Rajgopal Management Consulting, a consulting company, which provided consulting services to us from time to time from January 2004 to March 2005. From September 1990 to April 2003, Mr. Rajgopal held several positions with Cap Gemini Ernst & Young, a consulting company, including serving most recently as Vice President, Management Consulting. Mr. Rajgopal graduated from the Indian Institute of Technology, with a B.S. in Mechanical Engineering, earned his M.S. in Industrial Engineering and Operations Research and in Computer Science from Virginia Tech and earned his M.B.A. from Massachusetts Institute of Technology (M.I.T.), Sloan School of Management.

Thomas R. Holler has served as our executive vice president and chief strategy officer since May 2011 and, prior to his promotion, served as our executive vice president, chief operating officer since October 2008. He has also previously served as our executive vice president, finance, chief financial officer, treasurer and secretary since 2001. Before joining us, from 1996 to 2001, Mr. Holler was chief financial officer and vice president of finance at Cerulean Technology, Inc., a global supplier of wireless mobile applications and services, which was later acquired by Aether Systems Inc. Mr. Holler earned his B.S. in Business Administration from Wayne State University and his M.B.A. from Northeastern University.

Roger Keith Modder has served as our executive vice president and chief operating officer since May 2011 and, prior to his promotion, served as president, Asia and executive vice president, global services since October 2008. He also has previously served as our executive vice president and managing director, Asian operations since 2001. Mr. Modder also was a member of our board of directors from April 2004 to October 2004. Prior to joining us, Mr. Modder worked for the John Keells Group where he held managing director positions for two IT solutions companies in the John Keells Group. Mr. Modder is a member of the board of directors of the Lanka Software Foundation and Commercial Bank, a large private bank in Sri Lanka and in Bangladesh, and has been a member of the ICT Advisory Committee of the Sri Lanka Export Development Board.

Samir Dhir has served as our president since August 2017 and, prior to his appointment, served as president of our Banking and Financial Services since November 2016. He also has previously served as our executive vice president, chief delivery officer and head of India operations since May 2013, senior vice president, global delivery head and head of India operations since February 2010 and as an executive officer since April 1, 2011. Prior to joining us, Mr. Dhir worked for Wipro Technologies where he managed a delivery organization with over 5,000 IT professionals focused on the technology, media and transportation industries. Mr. Dhir also led Wipro's SAP Practice and managed services business. Prior to his time at Wipro, Mr. Dhir held leadership positions with Avaya Inc. and Lucent Technologies in the United Kingdom. Mr. Dhir received his M.B.A. from the Warwick Business School, UK and holds a B.Tech from the Indian Institute of Technology Roorkee.

Izhar Armony has served as a member of our board of directors since April 2004. Mr. Armony has been a partner at Charles River Ventures, a venture capital investment firm, since 1997. Prior to joining Charles River Ventures, Mr. Armony was with Onyx Interactive, an interactive training company based in Tel Aviv where he served as vice president of marketing and business development. Mr. Armony also served as an officer in the Israeli Army. Mr. Armony received an M.B.A. from the Wharton School of

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Business and an M.A. in Cognitive Psychology from the University of Tel Aviv in Israel. Mr. Armony brings to the board of directors his extensive experience in the technology industry, through both company operations and venture capital investment, which makes him particularly well-suited to help the board address the specific types of challenges commonly faced by technology companies.

Rowland T. Moriarty has served as a member of our board of directors since July 2006. Mr. Moriarty is currently chairman of the board of directors of CRA International, Inc., a worldwide economic and business consulting firm. Mr. Moriarty also serves as a member of the board of directors of WEX Inc. (formerly Wright Express Corporation). Mr. Moriarty has been the president and chief executive officer of Cubex Corporation, a privately-held consulting company, since 1981. From 1981 to 1992, Mr. Moriarty was Professor of Business Administration at Harvard Business School. He received a D.B.A. from Harvard University, an M.B.A. from the Wharton School of Business and a B.A. from Rutgers University. Mr. Moriarty brings to the board of directors a thorough understanding of our business, as well as his extensive experience regarding the operation and management of complex global organizations.

William K. O'Brien has served as a director since November 2008. Mr. O'Brien served as chief executive officer of Enterasys Networks from April 2002 until March 2004 and was named executive chairman of the board in 2004. Prior to Enterasys, Mr. O'Brien worked for over thirty three years at PricewaterhouseCoopers, where he served in a number of roles including chief operating officer of the former Coopers & Lybrand, with responsibility for the audit, tax, and financial advisory components of the U.S. business; managing partner for the Boston office; and a global managing partner of PricewaterhouseCoopers. He currently serves on the board of directors of Mercury Systems, Inc., a leading commercial provider of secure processing subsystems for a wide variety of critical defense and intelligence programs. He has previously served on other public company boards. He is a graduate of Bentley College. Mr. O'Brien brings to the board of directors his extensive financial and accounting expertise, as well as his strong leadership and management background.

Al-Noor Ramji has served as a director since February 2011. Mr. Ramji is currently the Group Chief Digital Officer of Prudential plc since January 2016. Prior to joining Prudential plc, Mr. Ramji was chief strategy officer of Calypso Technology, Inc., a global application software provider that sells an integrated suite of trading and risk applications to the capital markets function within banks and other financial institutions, a position he has held since March 2014. From April 2010 to June 2013, Mr. Ramji was the executive vice president and general manager, Misys Banking, at Misys PLC, a mid-size software company that serves the financial services industry. From May 2004 to March 2010, Mr. Ramji served in various executive roles at British Telecom, most recently as chief executive officer for BT Innovate and Design, and chief information officer and chief technology officer of BT Group Plc. Prior to British Telecom, Mr. Ramji was executive vice president, chief information officer and chief e-commerce officer for Qwest Communications. Mr. Ramji has also served as chief information officer at UBS (then called SBC) and, prior to UBS, as global head of operations at Credit Suisse First Boston. Mr. Ramji is a Chartered Financial Analyst and holds a BSc in Electronics from the University of London. He is a multi-year winner of the CIO 100 Award, CIO Insight IT Leader of the Year 2009, and the British Computer Society CIO of the Year. Mr. Ramji brings to the board of directors his extensive industry, domain and operational experience arising from holding management positions in large, complex technology companies, which enables him to provide invaluable insights to the challenges facing IT application outsourcing companies with respect to both the markets and clients being served.

Barry R. Nearhos has served as a director since March 2016. Mr. Nearhos has over 35 years of experience with PricewaterhouseCoopers ("PwC") providing assurance, business advisory and other services to clients across multiple industries, including technology, life sciences, telecom, and manufacturing. Before his retirement from PwC in June 2015, Mr. Nearhos was Market Managing Partner for PwC's Northeast region, responsible for directing the strategy and operations of the firm's

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Boston, Hartford and Albany offices. During his tenure, Mr. Nearhos also served as the leader of PwC's Northeast Assurance practice, a position he held from 2005 until 2008, and as a partner in PwC's Assurance practice from 1989 to 2005. He currently serves on the board of directors of Eastern Bank, an independent, mutual bank providing banking, investment and insurance services. Mr. Nearhos is a graduate of Boston College. Mr. Nearhos brings to the board of directors his extensive financial and accounting expertise, as well as his extensive knowledge of technology companies.

Joseph G. Doody has served as a director since February 2017. Mr. Doody has over 40 years of professional experience most recently serving as Vice Chairman of Staples, Inc. where he led Staples' strategic reinvention and had responsibility for strategic planning, business development, and the company's operations in Australia, New Zealand and high-growth markets. Mr. Doody retired from Staples in September 2017. Previously, Mr. Doody was President of North American Commercial for Staples, President of Staples Contract & Commercial, and President of North American Delivery. Before joining Staples in 1998, Mr. Doody served as President of Danka Office Imaging in North America and held various managerial positions with Eastman Kodak Company. Mr. Doody currently serves on the Board of Directors of Casella Waste Systems, Inc., an integrated regional solid waste services company and Paychex, Inc., a leading provider of solutions for payroll, HR, retirement, and insurance services. Mr. Doody holds a B.S. in Economics from State University of New York at Brockport and an M.B.A. from the Simon School of Business, University of Rochester. Mr. Doody brings to the board of directors his extensive business experience regarding the planning, business development and strategic management of complex, global organizations.

Vikram S. Pandit has served as a Series A Director since May 3, 2017. Mr. Pandit has over 35 years of professional experience and since July 1, 2016 has served as Chairman and Chief Executive Officer of The Orogen Group LLC, an operating company he created with the Atairos Group, Inc. that makes control and other strategic investments in financial services companies and related businesses. Previously, Mr. Pandit was Chief Executive Officer and a member of the Board of Directors of Citigroup Inc. from December 2007 until October 2012. In July 2007, when Citigroup acquired Old Lane LLC, a hedge fund of which he was a founding member and Chairman of the members committee since 2006, Mr. Pandit became Chairman and CEO of Citi Alternative Investments and later led Citi's Institutional Clients Group prior to being appointed CEO of Citigroup. Prior to Old Lane, Mr. Pandit served as the Chief Operating Officer of Institutional Securities and Investment Banking businesses, a Division of Morgan Stanley, from September 2000 to March 2005. He served as the President of Institutional Securities at Morgan Stanley from December 2003 to March 2005 and Co-President since September 2000. Mr. Pandit began his career at Morgan Stanley in 1983. Mr. Pandit currently serves as an Independent Director of Bombardier Inc. since 2014. He serves as a Member of Advisory Board of NerdWallet, Inc. since 2015. Mr. Pandit is a member of the Board of Overseers of Columbia Business School and a member of the Board of Visitors of the Columbia School of Engineering and Applied Science. He serves as a Member of the Governing Board of The Indian School of Business. Mr. Pandit previously served as a Director of The Nasdaq OMX Group, Inc. from 2000 to 2003. Mr. Pandit also served as a Director of the Institute of International Finance, Inc. He holds an MS degree and a BS degree in Electrical Engineering from Columbia University and received his PhD in Finance from Columbia. Mr. Pandit brings to the board of directors extensive experience and knowledge in banking and financial services, a proven track record of leadership of complex, global financial organizations, as well as his extensive client network individually and as part of the Orogen Group.

Deborah C. Hopkins is a nominee for election as a Class II director. Ms. Hopkins was founder and Chief Executive Officer of Citi Ventures and as Citigroup's Chief Innovation Officer from 2003 until her retirement at the end of 2016. Prior to joining Citi, she was Chief Financial Officer at the Boeing Company and Lucent Technologies. She also held senior-level positions at General Motors and Unisys Corporation. Ms. Hopkins is a member of the Board of Directors at Union Pacific and Marsh &

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McLennan and serves on the Advisory Boards of Riverwood Capital Partners, VentureWell, Marto Capital, and Sales Hero, and an Executive Fellow at the University of California Berkeley's Haas School of Business. She serves on the Board of St. John's Hospital Foundation and is a Trustee at Silicon Couloir, both located in Jackson, Wyoming. She is a former director of Qlik Technologies, E.I. DuPont de Nemours & Company and Dendrite International. Ms. Hopkins holds honorary doctorates from Westminster College and Walsh College and a B.A. in Accounting from Walsh College. Ms. Hopkins brings to the board of directors her extensive experience in the industry as a seasoned business executive.

        Our executive officers are elected by the board of directors on an annual basis and serve until their successors have been duly elected and qualified or until their earlier death, resignation or removal.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board Leadership Structure

          Mr. Canekeratne, a founder of our company,Company, serves as our chief executive officer ("CEO") and chairman of the board. The board of directors believes that having our executive officer as chairman of the board facilitates the board of directors' decision-making process because Mr. Canekeratne has first-hand knowledge of our operations and the major issues facing us and is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. This also enables Mr. Canekeratne to act as the key link between the board of directors and other members of management.

          To maintain effective independent oversight, the board of directors reviews the designation of the lead independent director from time to time, recommends any change in the lead independent director to the board of directors and annually appoints a lead independent director, as discussed further in "Executive Sessions of Independent Directors"Directors; Lead Independent Director" below. The board of directors believes the combined role of chief executive officerCEO and chairman, together with a lead independent director having the duties described below, is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management.

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Board Committees and Meetings

          The board of directors met twelve times during the fiscal year ended March 31, 2020. No directors attended fewer than 87% of the meetings of the board and the committees on which he or she served during the fiscal year ended March 31, 2020. No nominee directors attended fewer than 89% of the meetings of the board and the committees on which he or she served during the fiscal year ended March 31, 2020.

          The board of directors has the following standing committees: audit committee; compensation committee; and the nominating and corporate governance committee, each of which operates pursuant to a separate charter that has been approved by the board of directors. Upon approval by the board, in part by recommendation of the nominating and corporate governance committee, our finance committee was dissolved on November 26, 2019 in favor of an ad hoc M&A committee to be used on a case by case basis in case of any material acquisitions. A current copy of each charter is available at the Corporate Governance section of our website at http://www.virtusa.com/investors. Each committee reviews the appropriateness of its charter at least annually. Each committee retains

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the authority to engage its own advisors and consultants. The responsibilities of each committee are summarized as follows:

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Compensation Committee Interlocks and Insider Participation

          During our fiscal year ended March 31, 2020, Messrs. O'Brien, Ramji, Doody and Pandit served as members of the compensation committee. No member of the compensation committee was an employee or former employee of us or any of our subsidiaries, or had any relationship with us requiring disclosure herein.

          During our fiscal year ended March 31, 2020, no executive officer of the Company served as: (i) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our compensation committee; (ii) a director of another entity, one of whose executive officers served on our compensation committee; or (iii) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the Company.

Compensation Committee Independence

          The compensation committee of the board of directors, which is comprised solely of independent directors within the meaning of applicable rules of The NASDAQ Stock Market, Inc., or Nasdaq, and non-employee directors within the meaning of Rule 16b-3 under the Exchange Act, is responsible for developing executive compensation policies and advising the board of directors with respect to such policies and administering the Company's cash incentive, stock option and equity incentive plans. The compensation committee sets performance goals and objectives for the CEO and the other executive officers, evaluates their performance with respect to those goals and sets their compensation based upon the evaluation of their performance. In evaluating executive officer pay, the compensation committee may retain the services of a compensation consultant and consider recommendations from the CEO with respect to goals and compensation of the other executive officers. The compensation committee assesses the information it receives in accordance with its business judgment. The compensation committee also periodically reviews director compensation. It has been our practice that decisions with respect to executive and director

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compensation are approved by the compensation committee and generally are also recommended to the full board (but only to the independent, outside directors thereof) for approval and/or ratification. Messrs. O'Brien, Ramji, Pandit and Doody are the current members of the compensation committee.

How we Govern and are Governed

Independence of Members of the Board of Directors

          The board of directors has determined that Messrs. Armony, Moriarty, O'Brien, Ramji, Nearhos, Doody, Neemuchwala and Pandit, and Ms. Hopkins are independent within the meaning of the director independence standards of The NASDAQ Stock Market, Inc., or NASDAQ,Nasdaq and the Securities and Exchange Commission,SEC, including Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Furthermore, the board of directors has determined that each member of each of the committees of the board of directors is independent within the meaning of the director independence standards of NASDAQNasdaq and the Securities and Exchange Commission.SEC.

Executive Sessions of Independent Directors; Lead independentIndependent Director

          Executive sessions of the independent directors are generally held immediately after each regularly scheduled in-person meeting of the board of directors. Executive sessions doIt is the policy of the board of directors that at such times, as the chairman is not include any of our non-independentan independent director, it is appropriate and necessary for the independent directors and are chaired byto designate a lead independent director who is appointed annually bywould be expected to serve in such capacity for several years. Our nominating and corporate governance committee reviews the designation of the lead independent director from time to time and recommends any change in the lead independent director it deems appropriate to the board of directors from our independent directors.

          Mr. Rowland Moriarty currently serves as the lead independent director. In this role, Mr. Moriarty serves as chairperson of the independent director sessions and assists the board in assuring effective corporate governance. The lead independent director proactively spends considerable time with the chief executive officer and other executive officers, to understand the Company's vision and strategy, and works to focus the board of directors on areas aligned with the Company's vision and strategy. In addition to acting as the chairperson of the independent director sessions, the lead independent director also assists the board in assuring effective corporate governance. The lead independent director's specific duties include:

·

providing the chairman of the board with input as to preparation of agendas for meetings;



·

advising the chairman of the board as to the quality, quantity and timeliness of the flow of information from the Company's management that is necessary for the independent directors to effectively and responsibly perform their duties;



·

coordinating and developing the agenda for the executive sessions of the independent directors;



·

acting as principal liaison between the independent directors and the chairman of the board on critical issues;



·

acting as a spokesperson for the independent directors able to talk with major investors and stockholders on topics of overall governance; and

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·

acting as chairperson of the board in the absence of the chairman of the board or a vacancy in the position of chairman of the board.

          The independent directors of the board of directors met in executive session four (4) times in our fiscal year ended March 31, 2018.2020.

Board of Directors' Role in Risk Oversight by the Board of DirectorsManagement

          The board of directors' role in overseeing the management of the Company's risks is primarily accomplished through management's reporting processes, including receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic and reputational risk and assessments and prioritization of such risks. Our board of directors provides oversight of the recommendations of management and associated timeline to identify and assess severity of enterprise risks, the prioritization of such risks and development of any action plans to mitigate such risks. The standing committees of our board of directors, pursuant to the respective charters, also represent a key element of enterprise risk management. The nominating and corporate governance committee of our board of directors identifies and oversees risks and issues associated with director independence, related party transactions and the implementation of corporate governance policies and our code of ethics. Our audit committee focuses on risks and issues related to accounting, internal controls, financial and tax reporting and cyber security issues. The audit committee also monitors compliance with ethical standards, including conflicts of interest, related party transactions and adherence to standards of ethical conduct. The compensation

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committee identifies and oversees risks and issues associated with our executive compensation policies and practices. Oversight of particular risks may also be delegated to other committees of the Board, such as the finance committee, as appropriate, based upon the nature of any particular risk. All of theseThese committees are ultimately subject to oversight and direction of the full board of directors and report directly to the board of directors on these matters.

Policies Governing Director Nominations

Director Qualifications

        The nominating and corporate governance committee of the board of directors is responsible for reviewing with the board of directors from time to time the appropriate qualities, skills and characteristics desired of members of the board of directors in the context of the needs of the business and current make-up of the board of directors. This assessment includes consideration of the following minimum qualifications that the nominating and corporate governance committee believes must be met by all directors:

•

nominees must have experience at a strategic or policy making level in a business, government, non-profit or academic organization of high standing;



•

nominees must be highly accomplished in their respective fields, with superior credentials and recognition;



•

nominees must be well regarded in the community and shall have a long-term reputation for the highest ethical and moral standards;



•

nominees must have sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards on which the nominee may serve; and



•

nominees must be free of conflicts of interest and potential conflicts of interest, in particular with relationships with other boards.

        We do not have a formal diversity policy. However, as part of its evaluation of director candidates and in addition to other standards, the nominating and corporate governance committee may deem appropriate from time to time for the overall structure and composition of the board of directors, the nominating and corporate governance committee considers whether each candidate, if elected, assists in achieving a mix of board members that represent a diversity of background and experience. Accordingly, the board of directors seeks members from diverse professional backgrounds who combine a broad spectrum of relevant industry and strategic experience and expertise that, in concert, offer us and our stockholders diversity of opinion and insight in the areas most important to us and our corporate mission. In addition, nominees for director are selected to have complementary, rather than overlapping, skill sets. All candidates for director nominee must have time available to devote to the activities of the board of directors. The nominating and corporate governance committee also considers the independence of candidates for director nominee, including the appearance of any conflict in serving as a director. Candidates for director nominee who do not meet all of these criteria may still be considered for nomination to the board of directors, if the nominating and corporate governance committee believes that the candidate will make an exceptional contribution to us and our stockholders.

Process for Identifying and Evaluating Director Nominees

        The board of directors is responsible for selecting its own members. The board of directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate.

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        Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be helpful in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors' approval as director nominees for election to the board of directors. The nominating and corporate governance committee also recommends candidates to the board of directors for appointment to the committees of the board of directors.

Procedures for Recommendation of Director Nominees by Stockholders

        The nominating and corporate governance committee will consider director nominee candidates who are recommended by our stockholders. Stockholders, in submitting recommendations to the nominating and corporate governance committee for director nominee candidates, shall follow the following procedures:

        All recommendations for nomination must be in writing and include the following:

•

Name and address of the stockholder making the recommendation, as they appear on our books and records, and of such record holder's beneficial owner;



•

Number of shares of our capital stock that are owned beneficially and held of record by such stockholder and such beneficial owner;



•

Name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the individual recommended for consideration as a director nominee;



•

All other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including the recommended candidate's written consent to being named in the proxy statement as a nominee and to serving as a director if approved by the board of directors and elected; and



•

A written statement from the stockholder making the recommendation stating why such recommended candidate meets our criteria and would be able to fulfill the duties of a director.

        Nominations must be sent to the attention of our secretary by U.S. mail (including courier or expedited delivery service) to:

        Our secretary will promptly forward any such nominations to the nominating and corporate governance committee. The nominating and corporate governance committee must receive any such recommendation for nomination not later than the close of business on the 120th day nor earlier than

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the close of business on the 150th day prior to the first anniversary of the date of the proxy statement delivered to stockholders in connection with the preceding year's annual meeting. Once the nominating and corporate governance committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements above, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to the board of directors.

Policy Governing Stockholder Communications with the Board of Directors

        The board of directors provides to every stockholder the ability to communicate with the board of directors as a whole and with individual directors on the board of directors through an established process for stockholder communication.

        Any of our stockholders who wish to communicate directly with the board of directors or an individual member of the board of directors may do so by sending such communication by U.S. Mail (including courier or expedited delivery service) addressed to the chairman of the board, as a representative of the entire board of directors, or to the individual director or directors, in each case, c/o Secretary, Virtusa Corporation, 132 Turnpike Road, Southborough, Massachusetts 01772.

        We will forward any such stockholder communication to the chairman of the board of directors, as a representative of the board of directors, or to the director to whom the communication is addressed, on a periodic basis.

Policy Governing Director Attendance at Annual MeetingsMeeting of Stockholders

          Our policy is to encourage all of our directors to be present at our annual stockholder meetings and six of our eight members who were directors at the time of the annual meeting of stockholders held in 2017,2019, attended the meeting (in person or via conference call).

BoardHow you can Communicate with us

          We seek input from a wide array of Directors' Evaluation Programsources to inform our work. Our stockholders are an important source of information and feedback for us; we recognize that they have a uniquely at-risk financial interest in providing valuable input and responses.

          We therefore provide a variety of means to seek or receive stockholder input. In years in which we can hold in-person annual meetings, we welcome stockholders' attendance in person. We listen to stockholders when we attend industry and investor events on a regular basis. We provide a hotline that any person can use to report important information. We speak with stockholders at their request when that is appropriate and possible and we undertake extensive engagement programs to reach our large and involved stockholders, including those that may not interact as frequently with our investor relations professionals.

          We also provide every stockholder a more formal ability to communicate with us, the board of directors, as a whole or with individual directors or committee chairs.

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          Any stockholder wishing to use this process may do so by sending their communication by US Mail (including courier or expedited delivery services) addressed to our board chair, as a representative of the entire board of directors, or to an individual director or directors, in each case, c/o Secretary, Virtusa Corporation, 132 Turnpike Road, Southborough, Massachusetts 01772. We will forward any such communication to the director or group of directors to whom the communication is addressed, on a periodic basis, except for advertisements, solicitations, employment requests or similarly inappropriate material.

How We Are Evaluated

          The board of directors performs annual self-evaluations of its composition and performance, including evaluations of its standing committees and individual evaluations for each director. In addition, each of the standing committees of the board of directors conducts its own self-evaluation, which is reported to the board of directors. The board of directors retains the authority to engage its own advisors and consultants.

Stock Ownership GuidelinesHow We Are Paid

          We have adopted equity ownership guidelines for our executive officers and directors to further align their interests with those of our stockholders. Under the guidelines, executives andOur non-employee directors are expectedcompensated under our fourth amended and restated non-employee director compensation policy, as amended, or our non-employee director compensation policy. It is designed to hold commonprovide competitive compensation to attract, motivate and retain highly qualified non-employee directors in alignment with stockholder interests.

          Under our non-employee director compensation policy, each director receives an annual cash retainer and an annual equity grant of restricted stock inunits. Additional annual cash compensation is paid to the lead independent director and chairperson of each committee due to the additional time, effort and expertise required for these roles. In addition, new non-employee directors receive an amount equal to a multipleinitial equity award of their base salary as determined by their position or annual board retainer as applicable. These equity ownership guidelinesrestricted stock units upon joining the board. Directors who are discussed further elsewhere in this proxy statement in the section entitled "Compensation Analysis and Discussion."

Hedging and Pledging Policies

        We have adopted insider trading policies and procedures applicable to all ofalso our employees includingreceive no additional compensation for serving on the board of directors. All cash payments are made on a quarterly basis.

          Upon recommendation of the compensation committee, our named executive officers. Our insider trading policies do not permit any insiders, includingnon-employee directors who are independent within the named executive officersmeaning of the director independence standards of NASDAQ (the "Independent Board") approved a fourth amended and board members, to "hedge" ownership of Virtusa securities, or otherwise engage in short sales or purchases or sales of any other type of derivative securities with respect to Virtusa securities. In addition, no insider, including our named executive officer and board members, may pledge Virtusa securities. Under our policy, we designate all executive officers and board members as "insiders," as well as any other employee who is designated as an insider by the Generalrestated non-employee director compensation

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Counselpolicy, effective December 5, 2017. For fiscal 2020, no further change were made to the director fees as set forth below:

ClawbackAnnual Equity Grant

          In May 2015, we adoptedEach restricted stock unit award granted to a clawbacknon-employee director under the non-employee director compensation policy that provides thatis made at the board of directors has discretiondirectors' meeting immediately following our annual meeting. These restricted stock units vest in three equal installments annually at a rate of 33.33%, with the first installment vesting on the September 1 following the board meeting giving rise to clawback the amount of excess proceeds received by, or reduce the amount of future compensation payable to, an executivedirectors' annual equity award grant, and remaining restricted stock units vesting on each of the Company for excess proceeds from incentivenext two anniversaries of September 1. The vesting of all equity awards granted to our non-employee directors will also accelerate by 12 months in the event of a change in control.

Initial Equity Grant

          Under the non-employee director compensation payable to, or received by, such executive due to misconduct by such executive that resultedpolicy, the one-time, initial restricted stock unit award vests in three equal installments annually at a material restatementrate of financial statements. The clawback period is the three-year period preceding the filing of any such restated financial statements33.33%, with the Securitiesfirst vesting date on the anniversary of the first day of the third month of the quarter following the director's appointment to the board of directors. See also changes to our director compensation policy for the fiscal year ending March 31, 2021 in section "Cash and Exchange Commission ("SEC").Equity Compensation for Non-Employee Directors for Fiscal 2021" below.

Code of EthicsExpense Reimbursement

          We have adopted a "code of ethics," as defined by regulations promulgated under the Securities Act of 1933, as amended, and the Exchange Act, that applies toreimburse all non-employee directors for their reasonable out-of-pocket expenses incurred in attending meetings of our board of directors and employees worldwide, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. A current copyany committees thereof.

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          The following table sets forth a summary of the Codecompensation earned by or paid to our non-employee directors for our fiscal year ended March 31, 2020:

2020 DIRECTOR COMPENSATION

(1)

Represents the cash fees earned during fiscal 2020. We pay these fees promptly after the quarter in which they are earned.



(a)

Mr. Moriarty's cash fees earned include an annual fee of Business Conduct$10,000 as chairman of the nominating and Ethicscorporate governance committee and $30,000 as lead independent director.



(b)

Mr. O'Brien's cash fees earned include $15,000 as chairman of the compensation committee.



(c)

Mr. Nearhos' cash fees earned include an annual fee of $22,000 as chairman of the audit committee.



(d)

Mr. Pandit's cash fees earned include a prorated amount of $6,549 (based on $10,000 fee) as chairman of the finance committee. The finance committee was dissolved on November 26, 2019.



(2)

Represents the aggregate grant date fair value of the restricted stock units granted on September 17, 2019, determined in accordance with FASB ASC Topic 718. The grant date fair value of each share of stock underlying these awards is available at the Corporate Governance section$39.34.

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          The non-employee members of our website at http://www.virtusa.com/investors. A copyboard of directors who held such positions as of March 31, 2020 held the Codefollowing aggregate number of Business Conductshares underlying unexercised options and Ethics may also be obtained, freeunvested restricted stock units as of charge, from us upon a request directed to:such date:

          The following table shows the grant of restricted stock units made to the non-employee members of our board of directors during the fiscal year ended March 31, 2020:

        We intend to disclose any amendment to or waiverCash and Equity Compensation for Non-Employee Directors for Fiscal 2021

          The compensation committee, with the assistance of its independent compensation consultant, performed a provisionreview of the CodeCompany's compensation for non-employee directors. Based on market data, including data for our peer group, on June 18, 2020, the compensation committee recommended, and the Independent Board approved, an increase to the one-time, initial equity grant value (to $100,000 from $50,000). These restricted stock units will vest over three years in three equal installments at a rate of Business Conduct33.33% per year, with the first vesting date to occur on the one-year anniversary of the first day of the month in which such director is appointed to the board. Additionally, due to the COVID-19 pandemic and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such informationimpact on our website availablebusiness and our clients, effective April 1, 2020, our board of directors approved a temporary reduction of 20% of the annual cash retainer payable to all our independent members of the board of directors (from $60,000 to $48,000) for the fiscal year ending March 31, 2021.

Stock Ownership Guidelines

          Each non-employee director is required to own our common stock with a market value of at http://www.virtusa.com/investors and/or inleast four times their current annual board cash retainer fee (excluding chairperson and lead independent director fees). Non-employee directors are expected to meet their ownership guidelines within three years of becoming subject to the guidelines. The directors' compliance with these guidelines was assessed by our public filings with the Securities and Exchange Commission.

        For more corporate governance information, you are invited to access the Corporate Governance sectioncompensation committee. All members of our website available at http://www.virtusa.com/investors.board of directors have met, and the majority have exceeded, these guidelines.

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THE BOARD OF DIRECTORS AND ITS COMMITTEESOUR COMPANY

Board of Directors

          TheVirtusa is a team of over 22,000 employees working in our offices around the globe as well as in our delivery centers in the U.S., India, Sri Lanka, Hungary, Singapore and Malaysia. We have set forth biographies of our executive leadership team below and our board of directors met eleven (11) times during the fiscal year ended March 31, 2018. Eachabove.