Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
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Soliciting Material under §240.14a-12

ExlService Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐

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LOGO


o

LOGO


  
Soliciting Material Pursuant to §240.14a-12

320 Park Avenue, 29th Floor

New York, NY 10022

(212) 277-7100

Dear Stockholder,

At EXL, 2021 was a year marked by creativity, adaptation and evolution. As businesses around the world, including our clients, continued to grapple with rapidly changing market conditions and consumer behaviors in response to COVID-19, we are proud that EXL’s responsiveness and agility helped our clients not only navigate, but capitalize, on those changing dynamics through the use of our solutions and our emphasis on data-led value creation. EXL has evolved over the last few years having systematically invested in data and digital assets with a clear vision for the future—we are now a fully integrated data analytics and digital operations and solutions business with exceptional talent. The transformation of our business is reflected in our new mission statement: “we make sense of data to move your business forward.”

We believe that our financial results in 2021 evidence the market’s reception to EXL’s evolution. We generated revenues of $1.12 billion, representing a 17.1% increase from 2020. We were able to grow revenues sequentially every quarter, despite the impacts of the Delta COVID-19 variant on our workforce, and we closed the year with continuing strong revenue momentum. EXL achieved record profitability with diluted EPS of $3.35, up from $2.59 in 2020.

Our successes last year are attributable to the agility and resilience of our team, along with the proactive and systematic adaptation of our business model to address rapidly evolving market needs. Reflecting on the last several years, our increased focus and investments in developing data, cloud, artificial intelligence, machine learning and digital capabilities was ahead of the curve. That strategic foresight, empowered by EXL’s strong foundation in advanced analytics and deep domain operational expertise, enabled us to provide increasingly integrated solutions to our clients in 2021, which brought growth opportunities, both in deepening relationships with existing clients and developing new ones. It also left us well positioned to leverage the existing opportunity-rich demand environment, and for the future—better able to tackle bigger projects faster, with scalable solutions designed to support complex, enterprise-wide digital transformation initiatives across industries and businesses. Our December 2021 acquisition of Clairvoyant, a worldwide data, AI and cloud services provider, broadens our data engineering and cloud computing capabilities and will further help us succeed in our mission to be an indispensable partner for data-driven enterprises.

Critical to our continued growth and evolution and our ongoing success is our hardworking global workforce that spans six continents. Each of our more than 39,000 employees is an essential part of what we call “ONE EXL” which reflects the essence of our corporate culture, built on our five core values of collaboration, innovation, excellence, integrity and respect. In 2021, our employees showed their tenacity and willingness to evolve with our business strategy, spending nearly 571,000 hours on trainings, including reskilling for critical digital capabilities, and applied their experience and ingenuity to pursuing our company goals. In 2021, we continued to prioritize the use of digital tools for communication with our employees, including via digital surveys, as approximately 93% of our employees worked remotely. We thank all of the members of the ONE EXL team for their dedication and tremendous efforts over 2021. Together with the support of our stockholders, clients and partners, we look forward to continued evolution, growth and success in 2022.

This year’s Proxy Statement continues to highlight our environmental, social and governance (ESG) - related efforts, which we view as integral to our long-term success, durability and resiliency as an organization. In December 2021, we published our second annual Sustainability Report according to the Sustainability Accounting Standards Board, the Global Reporting Initiative standards

 

ExlService Holdings, Inc.
(Name of Registrant as Specified in its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (Check the appropriate box):

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     (1)EXL 2022 Proxy Statement Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



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Tableand the UN Sustainability Development Goals. The report outlines our environmental, human capital management, and corporate social responsibility efforts and goals, among others. In our Sustainability Report, we announced our commitment to taking steps toward near-term and long-term emissions reductions. We also became a participant in the UN Global Compact in 2021 and were recently included on Newsweek’s list of ContentsAmerica’s Most Responsible Companies, and Barron’s 2022 list of 100 Most Sustainable Companies. You can read more about our recent accomplishments in ESG on our website, and in the “Sustainability” section of this Proxy Statement.

GRAPHICWe also continue to improve upon our strong corporate governance practices. In 2021, we expanded our board committees’ involvement in ESG matters, distributing ESG-related responsibilities across our committees in order to ensure effective and appropriate oversight. We also expanded our formal stockholder engagement program, through which management and members of our board participated in meetings with our stockholders on topics relating to strategy, performance and governance, engaging with stockholders holding a total of 43% of shares outstanding. These conversations inform our governance practices. Please refer to the “Corporate governance” section of this Proxy Statement to learn more about governance practices and philosophy, including board committee responsibilities and stockholder engagement.

320 Park Avenue, 29th Floor
New York, New York 10022
(212) 277-7100

April 26, 2019

Dear Stockholder:Finally, we wish to thank Garen Staglin, who will be departing from our board of directors following our 2022 Annual Meeting of Stockholders, for his 17 years of service to EXL including eight years as Chairman of the Board.

On behalf of the board of directors of ExlService Holdings, Inc., we are pleased to invite you to the 20192022 Annual Meeting of Stockholders, which will be held on June 17, 201921, 2022. We look forward to sharing more about our Company at the Annual Meeting. We will hold our Annual Meeting in virtual format only via live audio webcast instead of holding the meeting at any physical location. We encourage you to read carefully the attached 2022 Annual Meeting of Stockholders and Proxy Statement, which contain important information about the matters to be voted upon and instructions on how you can vote your shares.

Your vote is important to us. Please vote as soon as possible whether or not you plan to participate in the Annual Meeting.

The board of directors and management look forward to your attendance at the Annual Meeting.

Sincerely,

LOGO

LOGO

Vikram Pandit
Chairman

Rohit Kapoor

Vice Chairman and CEO

EXL 2022 Proxy Statement    

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    3

Notice of 2022 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to the 2022 Annual Meeting of Stockholders of ExlService Holdings, Inc., a Delaware corporation (the “Company”), for the purposes of voting on the following matters:

1.

the election of eight members of the board of directors of the Company;

2.

the approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan;

3.

the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2022;

4.

the approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company; and

5.

the transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

We will hold our Annual Meeting in virtual format only, via live audio webcast (rather than at any physical location) on June 21, 2022 at 8:30 AM, Eastern Time, instead of holding the meeting in New York New York.

Theor at any physical location. However, our virtual meeting platform will allow for full participation as if you were attending physically. You or your proxyholder may participate, vote, and examine our stockholder list at the Annual Meeting by visiting www.virtualshareholdermeeting.com/EXLS2022 and using your 16-digit control number.

If you are a stockholder of record at the close of business on April 22, 2022, the record date for the Annual Meeting, you are entitled to vote at the Annual Meeting. A list of stockholders as of the record date will begin with discussion and voting onbe available for examination for any purpose germane to the matters set forth onAnnual Meeting, during ordinary business hours, at the accompanying NoticeCompany’s executive offices at 320 Park Avenue, 29th Floor, New York, New York 10022, for a period of 10 days prior to the date of the Annual Meeting and at the Annual Meeting itself. If our corporate headquarters are closed during the 10 days prior to the Annual Meeting, you may send a written request to the Corporate Secretary at our corporate headquarters, and we will arrange a method for you to inspect the list. The list of stockholders will also be available during the Annual Meeting at www.virtualshareholdermeeting.com/EXLS2022.

Please note the technical requirements for virtual attendance at the Annual Meeting, as described in the enclosed Proxy Statement followed by discussion of other business matters properly brought beforebeginning on page 123 under the Annual Meeting.heading “Annual Meeting Q&A.”

Pursuant to rules promulgated by the Securities and Exchange Commission, we are providing access to our proxy materials over the Internet. On or about April 26, 2019,28, 2022, we will mail a Notice of Internet Availability of Proxy Materials (the "Internet Notice"“Internet Notice”) to each of our stockholders of record and beneficial owners at the close of business on April 18, 2019, the record date for the Annual Meeting.date. On the date of mailing of the Internet Notice, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to in the Internet Notice. These proxy materials will be available free of charge.

Even if you choose to attend the Annual Meeting in person, you are encouraged to review the proxy materials and vote your shares in advance of the meeting by Internet or phone. The Internet Notice will contain instructions to allow you to request copies of the proxy materials to be sent to you by mail. Any proxy materials sent to you will include a proxy card that you may use to cast your vote by completing, signing and returning the proxy card by mail (or voting instruction form, if you hold shares through a broker). Your vote is extremely important, and we appreciate you taking the time to vote promptly. If you attend the Annual Meeting, you may withdraw your proxy should you wish to vote in person.

The board of directors and management look forward to seeing you at the Annual Meeting.

Sincerely,​ 

GRAPHIC4    
​

GRAPHIC/


Garen K. Staglin
Chairman


​
Rohit Kapoor
Vice Chairman and CEO    EXL 2022 Proxy Statement

Table of Contents

GRAPHIC

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to the 2019 Annual Meeting of Stockholders of ExlService Holdings, Inc., a Delaware corporation (the "Company"). The Annual Meeting will be held at the New York offices of the Company, 320 Park Avenue, 29th Floor, New York, New York 10022 on June 17, 2019 at 8:30 AM, Eastern Time, for the purposes of voting on the following matters:

If you are a stockholder of record at the close of business on April 18, 2019, you are entitled to vote at the Annual Meeting. A list of stockholders as of the record date will be available for examination for any purpose germane to the Annual Meeting, during ordinary business hours, at the Company's executive offices at 320 Park Avenue, 29th Floor, New York, New York 10022, for a period of 10 days prior to the date of the Annual Meeting and at the Annual Meeting itself.Please note that there are identification, verification of ownership and other requirements for in-person attendance at the Annual Meeting, as described in the enclosed Proxy Statement beginning on page 7 under the heading "Information Concerning Voting and Solicitation."

Whether or not you expect to attend the Annual Meeting, in person, the Company encourages you to promptly vote and submit your proxy by (i) Internet (by following the instructions provided in the Internet Notice), (ii) by phone (by following the instructions provided in the Internet Notice) or (iii) by requesting that proxy materials be sent to you by mail that will include a proxy card that you can use to vote by completing, signing, dating and returning the proxy card in the prepaid postage envelope provided. Voting by proxy will not deprive you of the right to attend the Annual Meeting or to vote your shares in person.shares. You can revoke a proxy at any time before it is exercised by voting in person at the Annual Meeting, by delivering a subsequent proxy or by notifying the inspector of elections in writing of such revocation prior to the Annual Meeting. YOUR SHARES CANNOT BE VOTED UNLESS YOU EITHER (I) VOTE BY USING THE INTERNET, (II) VOTE BY PHONE, (III) REQUEST PROXY MATERIALS BE SENT TO YOU BY MAIL AND THEN USE THE PROXY CARD PROVIDED BY MAIL TO CAST YOUR VOTE BY COMPLETING, SIGNING AND RETURNING THE PROXY CARD BY MAIL OR (IV) ATTEND THE ANNUAL MEETING AND VOTE IN PERSON.VOTE.

By Order of the Board of Directors

LOGO

Ajay Ayyappan

Senior Vice President, General Counsel and Corporate Secretary

New York, New York

April 28, 2022



 
EXL 2022 Proxy Statement    

By Order/

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2022 Proxy Statement

Table of contents

2022 Proxy Statement Summary

7  

Our board of directors

18

Corporate governance

28

Sustainability

45

Our executive officers

58

Executive compensation

60

Compensation Discussion and Analysis

60

Compensation Committee Report

82

Summary compensation table for fiscal year 2021

83

Stock ownership of directors, executive officers and certain beneficial owners

104

Certain relationships and related person transactions

106

Audit Committee Report

107

Proposal 1 — Election of directors

108
Proposal 2 — Approval of the Board of DirectorsExlService Holdings, Inc. 2022 Employee Stock Purchase Plan110



GRAPHIC

Proposal 3 — Ratification of the appointment of independent registered public accounting firm
 
117

Proposal 4 — Advisory Ajay Ayyappan
Senior Vice President,
General Counsel(non-binding) vote on executive compensation

119

Stockholder proposals and Corporate Secretary
director nominations for the 2023 Annual Meeting

121

Miscellaneous

121

Annual Meeting Q&A

123

Other matters

128

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    EXL 2022 Proxy Statement

New York, New York
April 26, 2019

LOGO

2022 Proxy Statement summary

TABLE OF CONTENTS

2022 Proxy Statement summary

Summary

Below is a summary of select components of this Proxy Statement, including information regarding this year’s stockholder meeting, nominees for our board of directors, summary of our business, performance highlights and selective executive compensation information. This summary does not contain all of the information that you should consider prior to submitting your proxy, and you should review the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”). We refer to the fiscal year ended December 31, 2021 as “fiscal year 2021,” “fiscal 2021,” and “2021.”

Meeting agenda, voting matters and recommendations*

Voting proposal item

Board vote recommendation

1. Election of directors

  Page LOGO

FORthe election of each nominee
(pg. 108)

2019 PROXY STATEMENT SUMMARYRequired vote: Affirmative vote of a majority of votes cast

2. Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan

  1LOGO

FOR(pg. 110)

INFORMATION CONCERNING VOTING AND SOLICITATIONRequired vote: Affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote

3. Ratification of appointment of independent registered public accounting firm

  
7LOGO

FOR(pg. 117)

OUR BOARD OF DIRECTORSRequired vote: Affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote

4. Advisory (non-binding) vote on executive compensation

  
11

CORPORATE GOVERNANCE

LOGO		  
24

FOR(pg. 119)

OUR EXECUTIVE OFFICERS


31

EXECUTIVE COMPENSATIONRequired vote: Affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote


33

Compensation, Discussion

* Virtual attendance at our Annual Meeting will constitute presence in person for purposes of quorum and Analysis


33

Compensation Committee Report


49

Summary Compensation Table


50

STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS


68

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS


71

REPORT OF THE AUDIT COMMITTEE


72

PROPOSAL 1: AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A PHASED DECLASSIFICATION OF THE BOARD OF DIRECTORS OVER THE NEXT THREE YEARS


73

PROPOSAL 2: ELECTION OF DIRECTORS


75

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


77

PROPOSAL 4: ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION


80

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2020 ANNUAL MEETING


82

MISCELLANEOUS


83

OTHER MATTERS


84

i

Table of Contents

PROXY STATEMENT

2019 PROXY STATEMENT SUMMARY

Summaryvoting at the Annual Meeting.

Below is a summary of selected key components of this proxy statement, including information regarding this year's stockholder meeting, nominees for our board of directors, summary of our business, performance highlights and selective executive compensation information. This summary does not contain all of the information that you should consider prior to submitting your proxy, and you should review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the "2018 Form 10-K").

​

Annual meeting information

​​
​​

LOGO

Time and date:

8:30 AM (Eastern Time)
June 21, 2022

LOGO

Record date:

April 22, 2022

LOGO

Place:

Virtual format only via live
audio webcast

LOGO

Voting:

Stockholders as of the
Record Date are entitled
to vote

Voting methods

LOGO

Internet (pre-meeting):

www.proxyvote.com

LOGO

Mail:

Follow instructions on the

Internet notice

LOGO

Phone:

Call the number listed on the
Internet notice

LOGO

Electronically:

Attend the Annual Meeting
and vote electronically

If you are the beneficial owner of shares held in the name of a brokerage, bank, trust or other nominee as a custodian (also referred to as shares held in “street name”), your broker, bank, trustee or nominee will provide you with materials and instructions for voting your shares. See page 124 for additional details.

EXL 2022 Proxy Statement    

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    7

2022 Proxy Statement summary

Our business

We are a leading global data analytics and digital operations and solutions company that partners with clients to improve business outcomes and unlock growth. Bringing together deep domain expertise with robust data, powerful analytics, cloud, artificial intelligence (“AI”) and machine learning (“ML”), we create agile, scalable solutions and execute complex operations for the world’s leading corporations in industries including insurance, healthcare, banking and financial services, media, and retail, among others. Focused on driving faster decision-making and transforming operating models, EXL was founded on the core values of innovation, collaboration, excellence, integrity and respect. Headquartered in New York, our team is over 39,000 strong, with more than 50 offices spanning six continents.

 Company 3 year performance      
     Revenue (Year-over-year growth %) 
 Revenue by segment information ($ in millions)    2019 YOY%     2020 YOY%     2021 YOY% 

 Insurance

     $346.4      11.3%      $341.8      -1.3%      $382.0      11.8% 

 Healthcare

     97.5      8.5%      101.2      4.0%      112.4      10.9% 

 Emerging Business

     190.1      -3.4%      152.7      -19.7%      167.2      9.5% 

 Analytics

     357.3      25.3%      362.7      1.5%      460.7      27.0% 

 Consolidated

     $991.3      12.3%      $958.4      -3.3%      $1,112.3      17.1% 

Income Statement highlights (fiscal year 2021)

Our annual revenues increased 17.1% from $958.4 million in fiscal year 2020 to $1.12 billion in fiscal year 2021. Analytics revenue increased 27.0% and digital operations and solutions revenue increased 11.1%. Analytics revenue represents 41% of total revenue up from 38% in 2020. Revenue growth was broad-based across our businesses with our Top 10 clients’ revenue growing by 22.0%.

Profitability improved with our operating income margin increasing by 240 basis points from 11.5% in 2020 to 13.9% in 2021. We managed our expenses effectively with increased utilization of our people and facilities partially offset by higher sales and marketing expenses.

We improved our net income attributable to stockholders by 28.3% to $114.8 million.

Diluted EPS increased from $2.59 to $3.35, an increase of 29.3%.

Balance Sheet highlights (as of December 31, 2021)

Our balance sheet remains strong. Our cash and short-term investments at December 31, 2021 was $314 million and our debt was $260 million, for a net cash position of $54 million. We generated cash flow from operations in 2021 of $184 million.

During the year, we settled our Senior Convertible Notes due 2024 and returned capital to stockholders by repurchasing $115.6 million of our shares in 2021, up from $77.8 million in 2020.

Other highlights for 2021

We purchased Clairvoyant, a global data, AI and cloud services firm for $80 million and continued to invest in our business for future growth with capital expenditures of $37 million.

We added approximately 5,000 employees to our global work force, mainly in our delivery centers.

               Annual Meeting Information
​
​​​ ​​
​8     

Time/

    EXL 2022 Proxy Statement

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2022 Proxy Statement summary

Total stockholder return

The graphs below compare our 1-year, 3-year and 5-year cumulative total stockholder return (“TSR”) as of December 31, 2021 with the median TSR for companies comprising Nasdaq, S&P 600 and our peer group.

1-Year TSR

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3-Year TSR

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5-Year TSR

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Our purpose and core values

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EXL 2022 Proxy Statement    

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    9

2022 Proxy Statement summary

Corporate governance highlights

Based on current board profile and Date:
practices (including our eight director nominees, and one of our directors who currently serves on our board, but will not be standing for reelection)

Board of directors composition

•  Nine directors, all of whom are independent, except for our Vice Chairman and CEO

•  Independent board chairman

•  Seasoned board of directors, with diverse experience, including in human capital management, corporate sustainability, insurance, healthcare, utilities, consulting, banking and financial services, finance/accounting, global business and technology

•  Diversity in age, ethnicity, gender and other important characteristics

•  Declassified board

8:30 AM (Eastern Time)
June 17, 2019
Board accountability

•  Majority voting standard for uncontested elections

•  Annual board- and committee-level evaluations

•  Regularly-held executive session of non-management directors

•  Robust executive and director equity ownership guidelines

•  Independent board of directors evaluation of CEO performance and compensation

Governance practices

•  Regular executive sessions

•  Standing board committees composed solely of independent chairs and members

•  Equity ownership guidelines

•  Independent compensation consultant

•  Board risk oversight and assessment

•  Board committee oversight over sustainability efforts

•  Director training and education

•  Simultaneous service restrictions

•  Active stockholder engagement program addressing strategy, performance and governance




  		​

Board tenure

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Gender diversity

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Racial and ethnic diversity

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Age distribution

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               Record Date:
April 18, 2019
10    		 
​  

Place:
/    ExlService Holdings, Inc.
    320 Park Avenue, 29th Floor
    New York, New York 10022





​
Voting:
Stockholders as of the record date are entitled to vote

     
​ EXL 2022 Proxy Statement​​ ​​

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Meeting Agenda, Voting Matters and Recommendations

2022 Proxy Statement summary

​ ​​ ​​ ​​
​The Board of Directors recommends a vote FOR the following proposals:
​
​  ​1.​the amendment of the Company's amended and restated certificate of incorporation to effect a phased declassification of the board of directors over the next three years (page 73);​
​2.​the election of three Class I members of the board of directors of the Company (page 75);​
​  ​3.​the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2019 (page 77);​
​4.​the approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company (page 80); and​
​  ​5.​the transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.​
​ ​​ ​​ ​​

Table of Contents

Board and Corporate Governance Highlights
(Based on current board profile and practices)


Board of Directors Composition

    >
    Ten directors, all of whom are independent, except for our Vice Chairman & CEO

    >
    Independent board chairman

    >
    Standing board committees composed solely of independent chairs and members

    >
    Seasoned board of directors, with diverse experience, including in insurance, healthcare, utilities, banking and financial services, finance/accounting, global business and technology

    >
    Diversity in age, gender and other important characteristics

    >
    If approved at the Annual Meeting, annual director elections


Board Accountability

    >
    Majority voting standard for uncontested elections

    >
    Annual board- and committee-level evaluations

    >
    Regularly-held executive session of non-management directors

    >
    Robust executive and director equity ownership guidelines

    >
    Independent board of directors evaluation of CEO performance and compensation

GRAPHIC

​Director Qualificationsqualifications
​

Our board of directors reflects an effective and diverse mix of skills, background and experience appropriate for our Company and industry. Our directors have the following attributes:

•  Executive leadership experience

•  Board experience

•  Finance and accounting expertise

•  Client and industry expertise

•  Global experience

•  Risk oversight/management expertise

•  Human capital management expertise

•  Diverse backgrounds

•  Experience in environmental, social and governance matters

•  Strategic insight

•  Commitment to accountability, excellence and continuous improvement

•  Commitment to driving our growth and success


Board independence

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Board refreshment

Additions

Exits

2021

Kristy Pipes

2021

David Kelso

Deborah Kerr

2022

Garen Staglin


GRAPHIC
​
Executive Leadership
​
GRAPHIC
​
Board Experience

GRAPHIC
​
Finance and Accounting
​
GRAPHIC
​
Client and Industry Expertise

GRAPHIC
​
Global Experience
​
GRAPHIC
​
Risk Oversight / Management

Board diversity matrix

Table of Contents

 Total number of directors:

9
 FemaleMale  Non-binary  Did not
disclose gender
 Part I: Gender identity    

 Directors

36——
 Part II: Demographic background    

 African American or Black

————

 Alaskan Native or Native American

————

 Asian

—4——

 Hispanic or Latinx

————

 Native Hawaiian or Pacific Islander

————

 White (other than Middle Eastern)

32——

 Middle Eastern

————

 Two or more races or ethnicities

————

 LGBTQ+

————

 Did not disclose demographic background

————

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​​    11​​

2022 Proxy Statement summary

Skills matrix

  Class I Board NominationsLOGO
​

LOGO

LOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGO
   NameFinance
(Year Joined Board)and
accounting		Executive

leadership		Principal Occupation*Public
company
governance		AnalyticsHuman capital
management		Committee MembershipDigital
operations
and solutions		Marketing

Global
experience

Risk
oversight and
management		​Information
and cyber
security		ESG

Mergers
and

acquisitions

 Vikram Pandit

✓✓✓✓✓✓✓✓

 Rohit Kapoor

✓✓✓✓✓✓✓✓✓✓

 Anne Minto

✓✓✓✓✓✓✓✓

 Som Mittal

✓✓✓✓✓✓✓✓✓

 Clyde Ostler

✓✓✓✓✓

 Kristy Pipes

✓✓✓✓✓✓✓✓

 Nitin Sahney

✓✓✓✓

 Garen Staglin

✓✓✓✓✓✓✓✓

 Jaynie Studenmund

✓✓✓✓✓✓✓✓✓✓✓

               Rohit Kapoor
(November 2002)12    		 Co-founder

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    EXL 2022 Proxy Statement

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2022 Proxy Statement summary

Nominees for election as directors

NameDirector
since		Business Experience*Committee
membership

 Vikram Pandit

 Chairman

October
2018		Chairman and Chief Executive Officer of EXLOrogen Group; former Chairman of TGG Group and former Chief Executive Officer of Citigroup Inc.

Audit Committee; Nominating and Governance Committee

 Rohit Kapoor

 Vice Chairman

November
2002

Co-founded the Company in April 1999; Vice Chairman and CEO of the Company since April 2012

 N/ANone
  
​   Anne Minto Anne MintoMarch
(March 2013)2013
 		Qualified lawyer and member of Law Society of Scotland; former executive ofFormer Global Human Resources Director for Centrica plc, Shell UK andformer CHRO for Smiths Group plc; non-executive director for Tate and Lyle and Shire plc (2010-2018) 

Compensation Committee (Chair),Committee; Nominating and Governance Committee

​

  Jaynie Studenmund
(September 2018)
 Som Mittal December
2013		Former Chairman and President of NASSCOM; various corporate leadership roles in the IT industry including at Wipro, Compaq, Digital and HP

Compensation Committee; Nominating and Governance Committee

 Clyde OstlerDecember
2007

Former executive for Wells Fargo, whose roles included Group Executive Vice President, Chief Financial Officer and Chief Auditor

Audit Committee; Compensation Committee
 Kristy PipesJanuary
2021		Former Chief Financial Officer of Deloitte Consulting; various leadership roles in the financial services industry, including at Transamerica Life Companies and First Interstate Bank of California

Audit Committee (Chair); Compensation Committee

 Nitin SahneyJanuary
2016		Founder and Chief Executive Officer of Pharmacord, LLC; former President and CEO of Omnicare Inc.

Nominating and Governance Committee (Chair); Audit Committee

 Jaynie StudenmundSeptember
2018

Former Chief Operating Officer of Overture Services, Inc.; Directorformer President & Chief Operating Officer, PayMyBills; former Executive Vice President and Head of Consumer and Business Banking for CoreLogic, Inc. and Pinnacle Entertainment, Inc.First Interstate of California

 Compensation Committee (Chair); Audit Committee Compensation Committee
​​​ ​​ ​​ ​​
*
A complete list of each nominee's business experience and directorships is listed below beginning on page 14.

Our Business

 *A complete list of each nominee’s business experience and directorships is listed below beginning on page 20.

We are an operations management and analytics company that helps businesses enhance revenue growth and improve profitability. Using proprietary platforms, methodologies and our full range of digital capabilities, we look deeper to help companies transform their businesses, functions and operations, to help them deliver better customer experience and business outcomes, while managing risk and compliance. We serve our customers in the insurance, healthcare, travel, transportation and logistics, banking and financial services and utilities industries, among others. Headquartered in New York, we have approximately 29,100 professionals in locations throughout the United States, Europe, Asia (primarily India and the Philippines), Latin America, Australia and South Africa.

Performance Highlights for 2018

 

 

 

 ​

Company 3 Year Performance
Revenue and Segment Information ($ in millions)

​

 

 

 

 ​
Revenue (Year-over-year growth %)

​

 

 

​

 

​

2016

​

YOY%

​

2017

​

YOY%

​

2018

​

YOY%

​

​  

 

Insurance Segment

 $206.3 ​3.2%$234.8 ​13.8%$258.1 ​9.9%​

 

 

Healthcare Segment

  68.7  24.4% 77.0  12.2% 84.4  9.6% 

​  

 

Travel, Transportation and Logistics Segment

 ​69.4 ​11.4%​71.0 ​2.3%​70.2 ​-1.0%​

 

 

Finance and Accounting Segment

  79.4  1.2% 86.5  9.0% 97.9  13.2% 

​  

 

All Other

 ​96.5 ​-12.7%​83.1 ​-13.9%​87.2 ​4.8%​

 

 

Analytics Segment

  165.7  35.7% 209.9  26.7% 285.3  35.9% 

​  

 

Consolidated

 $686.0 ​9.1%$762.3 ​11.1%$883.1 ​15.8%​
​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​

We improved our annual revenues from $762.3 million in fiscal year 2017 to $883.1 million in fiscal year 2018, and also achieved numerous other successes, including the acquisition of a healthcare analytics company and a $150 million strategic investment in our Company by The Orogen Group. For more information regarding these and other business highlights, please see pages 33 to 34 below and the 2018 Form 10-K.


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The graphs below compare our 1-year, 3-year and 5-year total stockholder return ("TSR") with that of the companies comprising Nasdaq, S&P 500 and our peer group. As shown in the table, our 3-year TSR outperformed all but one of our market benchmarks while our 5-year TSR outperformed all of our market benchmarks.

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2018 Compensation Highlights

​ ​​EXL 2022 Proxy Statement    ​​

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2022 Proxy Statement summary

Sustainability

At EXL, we believe that there is always a better way; we look deeper, find it, and make it happen. This purpose informs our corporate culture, which, in turn, is rooted in our five core values. In line with our purpose, values and culture, we are committed to finding a better way through sustainability initiatives that are key to our long-term strategy and benefit our stockholders, clients, employees and communities. See “Sustainability” beginning on page 45 below for more details on our recent accomplishments in sustainability.

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               Named Executive Officers
14    

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2022 Proxy Statement summary

2021 Compensation highlights

Named Executive Officers

 Name Name

Title

​

 Rohit Kapoor

 Rohit Kapoor

Vice Chairman and CEO

 
​  

 Maurizio Nicolelli

 Vishal Chhibbar

Executive Vice President and CFO

​

Pavan BagaiPresident and Chief Operating Officer 
​  

 Vikas Bhalla

 Nagaraja Srivatsan

Executive Vice President and Chief Growth OfficerBusiness Head, Insurance

 Vivek Jetley

 ​
Nalin Miglani

Executive Vice President and Chief Human Resources OfficerBusiness Head, Analytics

 
​

 Samuel Meckey

​​​​ ​​

Executive Vice President and Business Head, Healthcare

2021 Standard annual compensation

 

​ ​​ ​​ ​​ ​​ ​​​​ ​​
 ​2018 Standard Annual Compensation

​
 ​Compensation
Component


Rohit
Kapoor


Vishal
Chhibbar


Pavan
Bagai


Nagaraja
Srivatsan


Nalin
Miglani


 
 ​Salary​$720,000​$437,671​$301,448​​$441,370​​$440,137​ 
​  ​Non-Equity Incentive Plan Compensation​532,748​173,210​133,946​​172,987​​164,579​​
 ​Equity Awards​3,791,277​928,709​1,339,363​​753,076​​809,936​ 
​  ​Other Compensation(1)​61,484​11,465​74,407​​8,640​​8,640​​
 ​Total​$5,105,509​$1,551,056​$1,849,164​​$1,376,073​​$1,423,292​ 
​ ​​ ​​ ​​ ​​​​ ​​ ​​
  Compensation component Rohit
Kapoor		  Maurizio
Nicolelli		  Vikas
Bhalla(3)		  Vivek
Jetley		  Samuel
Meckey		 
     

  Salary

  $742,603   $475,000   $276,716   $415,068   $437,808 
     
  Non-equity incentive plan compensation  2,050,000   640,498   444,718   586,146   577,214 
     

  Equity awards (1)

  7,209,918   2,220,441   2,711,454   2,429,371   2,321,257 
     

  Other compensation (2)

  31,068   109,204   35,899   9,204   9,204 

  Total

  $10,033,589   $3,445,143   $3,468,787   $3,439,789   $3,345,483 

(1)

Equity award values reflect equity grants in 2021 with time-based restricted stock units valued based on grant date fair market value and TSR linked performance-based restricted stock units valued using Monte Carlo fair market valuation.

(2) For each named executive officer, this category includes, if applicable, his perquisites and personal benefits, hiring bonus, changes in pension value, Company-paid life insurance premiums and Company contributions to our 401(k) plan. A detailed discussion of the compensation components for each named executive officer for fiscal year 20182021 is provided in the "Summary Compensation Table“Summary compensation table for Fiscal Year 2018"fiscal year 2021” beginning on page 50.


83.

Table(3) Mr. Bhalla is based in Delhi, India. Certain of Contentshis compensation components, as described herein, are paid in Indian rupees (INR), and are converted for comparison purposes at 74.33 INR to 1 USD, which was the exchange rate on December 31, 2021.

On an annual basis, we submit to our stockholders a vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as described in this proxy statement.Proxy Statement. We refer to this vote as "say-on-pay"“say-on-pay”. Please refer to our Compensation Discussion and Analysis, beginning on page 3360 for a complete description of our 20182021 compensation program.

Below are a few highlights of our executive compensation:

2022 Proxy Statement summary

99% Say-on-Pay approval of 2020 compensation: At our 20182021 Annual Meeting of Stockholders, our stockholders approved, on a non-binding advisory basis, the compensation paid to our named executive officers for fiscal year 2017. Approximately 95%2020. Over 99% of the votes present in person or by proxy (excluding broker non-votes)voted in favor of fiscal year 20172020 compensation.

>

Annual Bonus Program Based Upon Financial Performance Criteriabonus program based upon financial performance criteria: Our Compensation Committee approved the continued use of our annual bonus program, which was based upon the following performance criteria:

    –
    Company Wide Metrics—Adjusted profit before tax ("PBT") and revenue
    –
    Business Line Metrics—Revenue and Business Operating Income (BOI)
    –
    Individual Metrics—Linked to areas of performance that are specific to each executive

>
Long-Term Equity Incentive Program:criteria for 2021:

–

Company wide metrics (75%)—Adjusted earnings per share (“EPS”), revenue, and adjusted operating profit margin (“AOPM”)

–

Individual metrics (25%)—Linked to areas of performance that are specific to each executive

Long-term equity incentive program: We also continued our equity incentive program, which includes granting a balanced mix of time-vested restricted stock units and performance-based restricted stock units. The performance-based restricted stock units were comprised of:

    –
    Relativeof relative total stockholder return-linked restricted stock units, and
    –
    Revenue-linkedunits. In addition, in September 2021, we made additional equity grants to certain executive officers (other than our CEO) of restricted stock units.

>
2018 Performance:units that are subject to time-based vesting as well as a post-settlement holding period to encourage stock ownership by our executives and promote retention. See “Long-term equity incentives” beginning on page 76 below for more details.

2021 performance: We delivered the following revenue, Adjusted EPS, and Adjusted PBTAOPM (as described below) performance in 2018.

    –
    Annual Incentive Program:  As measured under our annual incentive plan, we delivered 88.2% of our Adjusted PBT target and 97.7% of our revenue performance target.

    –
    Equity Incentive Program:  This was the third and final performance year for the 2016 performance-based restricted stock units. We achieved 90.52% of the revenue target for the revenue-linked restricted stock units resulting in 5.24% of target funding of those grants. The Company's TSR performance was at the 40th percentile amongst its peer group, resulting in the executives earning 68.25% of the 2016 relative TSR-linked restricted stock units pursuant to the terms of the original grant.

performance:

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Compensation Mix:

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–

Auditor MattersAnnual incentive program: As measured under our annual incentive plan, we delivered 118.77% of our Adjusted EPS target, 103.83% of our revenue performance target, and 116.49% of our AOPM target resulting in annual incentive payout calculations for our named executive officers, ranging from 176% of target performance to 188% of target performance. Our Compensation Committee did not make adjustments to the performance targets that had previously been set.

As a matter of good corporate practice, we are seeking your ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2019. The following sets forth fees of Deloitte & Touche LLP, who served as our independent registered public accounting firm for fiscal year 2018.

​ ​​ ​​ ​​

 

​

 

​2018
(in thousands)


​

​  

​

Audit Fees

​​$1,425​​

 

​

Audit-Related Fees

​​—​ 

​  

​

Tax Fees

​​523​​

 

​

All Other Fees

​​54​ 

​  

​

Total

​​$2,002​​
​ ​​ ​​ ​​

For more information on our auditors, including individual components of 2018 audit fees and our change in auditors, see pages 77 to 79.


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INFORMATION CONCERNING VOTING AND SOLICITATION

This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors of ExlService Holdings, Inc., a Delaware corporation ("us," "we," "our" or the "Company"), of proxies to be used at our 2019 Annual Meeting of Stockholders (the "Annual Meeting") to be held at the New York offices of the Company, 320 Park Avenue, 29th Floor, New York, New York, 10022 on June 17, 2019, at 8:30 AM, Eastern Time, and any adjournments or postponements thereof.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of our proxy materials to each stockholder of record, the Company furnishes proxy materials via the Internet. If you received a Notice of Internet Availability of Proxy Materials (the "Internet Notice") by mail, you will not receive a printed copy of our proxy materials other than as described herein. Instead, the Internet Notice will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Internet Notice also instructs you as to how you may submit your proxy over the Internet or by phone. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting proxy materials included in the Internet Notice.

It is anticipated that the Internet Notice will be sent to stockholders on or about April 26, 2019. This proxy statement and the form of proxy relating to the Annual Meeting will be made available via the Internet to stockholders on or prior to the date that the Internet Notice is first sent.

–

Equity incentive program: This was the third and final performance year for the 2019 performance-based restricted stock units. We achieved 96.65% of the revenue target for the revenue-linked restricted stock units resulting in 66.52% of target funding of those grants. The Company’s TSR performance was at the 87.23 percentile amongst its peer group, resulting in the executives earning 200% of the target funding of those grants. In the aggregate the 2019 performance-based restricted stock units resulted in the vesting of shares at 133.25% of target performance. No adjustments were made to the 2019 performance-based restricted stock units or the associated performance targets to account for the impact of the Who Can VoteCOVID-19 pandemic in the 2020 or 2021 fiscal year.

Only stockholders who own shares of our common stock at the close of business on April 18, 2019, the record date for the Annual Meeting, can vote at the Annual Meeting. As of the close of business on April 18, 2019, the record date, we had 34,354,362 shares of common stock outstanding and entitled to vote. Each holder of common stock is entitled to one vote for each share held as of the record date for the Annual Meeting. There is no cumulative voting in the election of directors.

How You Can Vote

If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent (which means you are a "stockholder of record"), you can vote your proxy by (i) Internet, (ii) by phone or (iii) by requesting that proxy materials be sent to you by mail that will include a proxy card that you can use to vote by completing, signing, dating and returning the proxy card in the prepaid postage envelope provided. Please refer to the specific instructions set forth in the Internet Notice. You will not be able to vote your shares unless you use one of the methods above to designate a proxy or by attending the Annual Meeting.

If you are the beneficial owner of shares held in the name of a brokerage, bank, trust or other nominee as a custodian (also referred to as shares held in "street name"), your broker, bank, trustee or nominee will provide you with materials and instructions for voting your shares. In addition to voting by mail, a number of banks and brokerage firms participate in a program provided through Broadridge Financial Solutions, Inc. ("Broadridge") that offers telephone and Internet voting options. Votes submitted by telephone or by using the Internet through Broadridge's program must be received by 11:59 p.m. Eastern Time, on June 16, 2019.


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Voting at the Annual Meeting

Voting by Internet, phone or mail will not limit your right to vote at the Annual Meeting if you decide to attend in person. Our board of directors recommends that you vote by Internet, phone or mail as it is not practical for most stockholders to attend the Annual Meeting. If you are a "stockholder of record," you may vote your shares in person at the Annual Meeting. If you hold your shares in "street name," you must obtain a proxy from your broker, bank, trustee or nominee giving you the right to vote the shares at the Annual Meeting or your vote at the Annual Meeting will not be counted.

Revocation of Proxies

You can revoke your proxy at any time before it is exercised in any of the following ways:

    >
    by voting in person at the Annual Meeting;

    >
    by submitting written notice of revocation to the inspector of elections prior to the Annual Meeting; or

    >
    by submitting another properly executed proxy of a later date to the inspector of elections prior to the Annual Meeting.

Required Vote; Effect of Abstentions and Broker Non-Votes

Quorum

A quorum, which is a majority of the issued and outstanding shares of our common stock as of April 18, 2019, must be present, in person or by proxy, to conduct business at the Annual Meeting. A quorum is calculated based on the number of shares represented by the stockholders attending the Annual Meeting in person and by their proxy holders. If you indicate an abstention as your voting preference for all matters to be acted upon at the Annual Meeting, your shares will be counted toward a quorum but they will not be voted on any matter.

Proposal 1: Amendment of the Amended and Restated Certificate of Incorporation to Effect a Phased Declassification of the Board of Directors over the Next Three Years

We are seeking approval of an amendment of Section 6 of our Amended and Restated Certificate of Incorporation to declassify the board over a three-year phase out period (see pages 73 to 74 below), which when completed will allow for the election of all directors on an annual basis. This requires the affirmative vote of the holders of at least 662/3% of the voting power of the

then-outstanding shares of the Company, voting together as a single class. For purposes of the vote on Proposal 1, abstentions and broker non-votes (as described below) will have the effect of a vote against Proposal 1.

Proposal 2: Election of Directors

Under our Fourth Amended and Restated By-Laws (our "by-laws"), directors who are standing for election at the Annual Meeting will be elected by the affirmative vote of a majority of votes cast (meaning the number of shares voted "for" a nominee must exceed the number of shares voted "against" such nominee) by stockholders in person or represented by proxy and entitled to vote at the Annual Meeting. If any incumbent nominee for director receives a greater number of votes "against" his or her election than votes "for" such election, our by-laws provide that such person shall tender to the board of directors his or her resignation as a director. You may cast your vote in favor of electing all of the nominees as directors, against one or more nominees, or abstain from voting your shares. For purposes of the vote on Proposal 2, abstentions and broker non-votes will have no effect on the results of the vote.


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Other Proposals

The ratification of the appointment of our independent registered public accounting firm, the advisory (non-binding) approval of the compensation of our named executive officers and each other item to be acted upon at the Annual Meeting will require the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. You may cast your vote in favor of or against these proposals or you may abstain from voting your shares. For purposes of the vote on Proposals 3 (ratification of the appointment of our independent registered public accounting firm), 4 (advisory (non-binding) vote on executive compensation), or such other items properly presented and to be acted upon at the Annual Meeting, abstentions will have the effect of a vote against these proposals. Broker non-votes will have the effect of a vote against Proposal 4, but because Proposal 3 is a "routine" proposal where brokers have discretionary authority to vote in the absence of instruction, there will be no broker non-votes.

If you submit your proxy, but do not mark your voting preference, the proxy holders will vote your shares (i) FOR the amendment of the amended and restated certificate of incorporation, (ii) FOR the election of the Class I nominees for director, (iii) FOR the

ratification of the appointment of our independent registered public accounting firm, (iv) FOR the approval on an advisory (non-binding) basis of the compensation of our named executive officers, and (v) as described below, in the judgment of the proxy holder on any other matters properly presented at the Annual Meeting.

Shares Held in "Street Name" by a Broker

If you are the beneficial owner of shares held in "street name" by a broker, then your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. If you fail to provide instructions to your broker, under the New York Stock Exchange rules (which apply to brokers even though our shares are listed on the NASDAQ Stock Market), your broker will not be authorized to exercise its discretion and vote your shares on "non-routine" proposals, including the election of directors and approval on an advisory (non-binding) basis of the compensation of our named executive officers. As a result, a "broker non-vote" occurs. However, without your instructions, your broker would have discretionary authority to vote your shares only with respect to "routine" proposals, which at the Annual Meeting is the ratification of the appointment of our independent registered public accounting firm.

Other Matters to Be Acted Upon at the Meeting

Our board of directors presently is not aware of any matters, other than those specifically stated in the Notice of Annual Meeting, which are to be presented for action at the Annual Meeting. If any matter other than those described in this proxy statement is presented at the Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.

Adjournments and Postponements

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.


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Solicitation of Proxies

We will pay the cost of printing and mailing proxy materials and posting them on the Internet. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of our common stock.

Internet Availability of Proxy Materials

Our Notice of Annual Meeting, proxy statement and form of proxy card are each available atwww.proxyvote.com. You may access these materials and provide your proxy by following the instructions provided in the Internet Notice.

Important

Please promptly vote and submit your proxy by (i) Internet (by following the instructions provided in the Internet Notice), (ii) by phone (by following the instructions provided in the Internet Notice) or (iii) by requesting that proxy materials be sent to you by mail that will include a proxy card that you can use to vote by completing, signing, dating and returning the proxy card in the prepaid postage envelope provided. This will not limit your right to attend or vote at the Annual Meeting. All Annual Meeting attendees may be asked to present valid, government-issued photo identification (federal, state or local), such as a driver's license or passport, and proof of beneficial ownership if you hold your shares through a broker, bank, trust or other nominee (or a proxy signed by a stockholder of record delegating voting authority to the attendee), before entering the Annual Meeting. Attendees will be required to sign in, and may be subject to security inspections. Video and audio recording devices and other electronic devices will not be permitted at the Annual Meeting.

If you have any further questions about voting your shares or attending the Annual Meeting, please call our Investor Relations Department at (212) 624-5913.


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OUR BOARD OF DIRECTORS

Our board of directors currently consists of ten directors divided into three classes, with each director serving a three-year term and one class being elected at each year's annual meeting of stockholders.* The current composition of our board of directors is as follows:

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​​    EXL 2022 Proxy Statement​​

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2022 Proxy Statement summary

Compensation mix

Vice Chairman & CEO                        

compensation mix                        

NEO compensation mix

(Excluding Vice Chairman & CEO)

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* Base salary also includes other compensation

EXL 2022 Proxy Statement    

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    17

Our board of directors

Our board of directors

Our board of directors currently consists of nine directors (including our eight director nominees, and one of our directors who currently serves on the board, but will not stand for reelection) with diverse experience, including in analytics, digital operations and solutions, client industries, information and cybersecurity, human capital management, ESG, and finance and accounting, among others. The following tables include a summary of our board composition by age, gender, tenure and independence.

Age distributionGender diversityBoard tenureBoard independence
LOGOLOGOLOGOLOGO

               Class I
(Term expires 2019)*

Class II
(Term expires 2020)*

Class III
(Term expires 2021)*

18    		 
Rohit KapoorDavid KelsoDeborah Kerr

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​  EXL 2022 Proxy Statement Anne MintoSom MittalNitin Sahney​
Jaynie StudenmundClyde OstlerGaren Staglin
Vikram Pandit**
​ ​​ ​​​​ ​​

*
Subject to approval by the Company's stockholders of Proposal 1 at the Annual Meeting, the

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Our board of directors will be declassified and elected annually over a three-year phase-out period.

**
Mr. Pandit was appointed to the board as a Class III director under the terms of an Investment Agreement as described on pages 12 to 13 below.

2019 Nominees

GRAPHIC

Upon the recommendation of our Nominating and Governance Committee, we are pleased to propose eight of our three (3) existing Class I directors as nominees for re-electionelection as directors at the Annual Meeting.

If Proposal 1 is approved by the Company's stockholders, upon the filing of the amendment to the certificate of incorporation set forth on Appendix A attached hereto, the classification As previously disclosed, one of our board ofcurrent directors, Mr. Staglin, will not be phased out overstanding for re-election at the next three Annual Meetings of Stockholders, such thatMeeting; the remaining eight directors will be elected annually. Accordingly, (i)are our director nominees at the Annual Meeting. Our nominees for re-election as directors at the Annual Meeting each of the Class I directorare as follows:

Director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our by-laws, (ii) at the 2020 Annual Meeting of Stockholders, each of the Class I and Class II director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our by-laws, and (iii) at the 2021 Annual Meeting of

Stockholders, each of Class I, Class II and Class III director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our by-laws, and thereafter the classification of the board of directors will terminate in its entirety. As such, if elected, each of the Class I director nominees will serve a term or one year on our board of directors, until our 2020 Annual Meeting of Stockholders or until their successors are duly elected and qualified in accordance with our by-laws.

If Proposal 1 is not approved by the Company's stockholders, and if elected, each of the Class I director nominees will serve a term of three years on our board of directors, until our 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified in accordance with our by-laws.


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Vikram Pandit

Chairman and Independent Director

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Rohit Kapoor
Vice Chairman and CEO and Director

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Anne Minto

Independent Director

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Som Mittal

Independent Director

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Clyde Ostler

Independent Director

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Kristy Pipes

Independent Directorand Chair of the Audit Committee

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Nitin Sahney

Independent Director and Chair of the Nominating and Governance Committee

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Jaynie Studenmund

Independent Director and Chair of the Compensation Committee

We believe that our director nominees and continuing directors, individually and together as a whole, possess the requisite skills, experience and qualifications necessary to maintain an effective board to serve the best interests of the Company and its stockholders.stockholders described below under “Director qualifications” (see pages 32-33).

Director Qualifications

GRAPHIC

The board of directors considers it paramount to achieving excellence in corporate governance to assemble a board of directors that, taken together, has the skills, qualifications, experience and attributes appropriate for functioning as the board of directors of our Company and working productively with management. The Nominating and Governance Committee of the Board is responsible for recommending nominees that are qualified and that bring a diverse set of skills and qualifications to oversee the Company effectively.

The Nominating and Governance Committee has not formally established any minimum qualifications for director candidates. However, in light of our business, the primary areas of experience, qualifications and attributes typically sought by the Nominating and Governance Committee in director candidates include, but are not limited to, the following primary areas:

Executive Leadership
GRAPHICExperience holding significant leadership positions, including as a CEO or head of a significant business, to help us drive business strategy, growth and performance.



Finance and Accounting
GRAPHICExperience with finance, accounting or financial reporting processes, to help drive financial performance.



Global Experience
GRAPHICExperience working outside of the United States or with multinational companies, to help facilitate our global expansion.



Board Experience
GRAPHICUnderstanding of public company board of director and fiduciary duties, to help provide perspective on corporate governance best practices and related matters.



Client and Industry Expertise
GRAPHICExperience with our key client industries, including insurance, healthcare, banking and financial services,finance/accounting, and our other capabilities, to help deepen our knowledge of our key industry verticals and markets in which we do business.



Risk Oversight / Management
GRAPHICExperience assessing and overseeing the overall risk profile of multinational public companies.

We note that, inIn addition to satisfying these general qualifications considered by the Nominating and Governance Committee in connection with a director nomination, Vikram S. Pandit was appointed to the Board on October 4, 2018 as a Class III director pursuant to the


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terms of an Investment Agreement, dated as of October 1, 2018 (the "Investment Agreement"“Investment Agreement”), between the Company and Orogen Echo LLC (the “Purchaser”), an affiliate of The Orogen Group LLC (the "Purchaser"(“The Orogen Group”). The Investment Agreement wasOn August 27, 2021, we entered into in connectiona Payoff and Termination Agreement with our issuance to the Purchaser, of $150,000,000 in aggregate principal amount of 3.50% Convertible Senior Notes due October 1, 2024 (the "notes"). For so long as the Purchaser has the rightpursuant to nominate a director to the Board underwhich the Investment Agreement, we have, subject toincluding the terms of the Investment Agreement, agreed to include such person in our slate of nominees for election to ourPurchaser’s board appointment right, was terminated.

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Our board of directors at each

Board of our annual meetings of stockholders at which directors are to be elected, and to use our reasonable best efforts to cause the election of such person to our board of directors. The Purchaser's right to nominate a director will terminate if Purchaser and its affiliates beneficially own less than 50% of the number of shares of our common stock deemed beneficially owned by the Purchaser and its affiliates immediately following the issuance of the notes (which, for purposes of the Investment Agreement, includes shares of our common stock issuable upon conversion of the notes).


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Board of Directors

The names, ages and principal occupations (which have continued for at least the past five years unless otherwise indicated) and other information, including the specific experience, qualifications, attributes or skills that led to the conclusion that such person should serve as a director of the Company, with respect to each of the nominees and continuing directors are set forth below. There are no family relationships among any of our directors or executive officers.

Class I Directors (Terms ExpiringNominees for election at the Annual Meeting)Meeting

  Vikram S. Pandit

   Director since October 2018    |    Chairman of the Board since 2022

Independent

Rohit Kapoor  |

LOGO

 Director since November 2002, Vice

Age: 65 — is Chairman and CEO since April 2012

Independent: No



GRAPHICRohit Kapoor—Age: 54—co-founded EXL Inc.Chief Executive Officer of The Orogen Group, which makes significant long- term strategic investments in April 1999 and has served as our Vice Chairman and CEO since April 2012 and as a director since November 2002. He previously served as our President and CEO from May 2008 to March 2012. Mr. Kapoor's business experience and directorships are detailed below. The Company has concluded that, in connection with Mr. Kapoor's experience as a founder and current role as CEO of the Company, Mr. Kapoor should serve as a director.

Committees:N/A

Business Experience at the Company

Other Business Experience

Public Directorships during Past Five Years

Other Relevant Experience


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Anne E. Minto  |

Director since March 2013Independent: Yes



GRAPHICAnne E. Minto—Age: 65—is a qualified lawyer and member of the Law Society of Scotland. Ms. Minto's business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Minto's extensive experience as a member of international company boards and of management in the human resources field, together with her knowledge and experience of the European business and regulatory environment, that Ms. Minto should serve as a director.

Committees:Compensation (Chair), Nominating and Governance

Business Experience

Public Directorships During the Past Five Years

Other Relevant Experience


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Jaynie M. Studenmund  |

Director since September 2018Independent: Yes



GRAPHICJaynie M. Studenmund—Age: 64—is a seasoned executive with significant experience advising and leading digital companies. Ms. Studenmund's business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Studenmund's extensive public company board experience, together with her knowledge and experience in the digital, financial services health carecompanies and consumer business sectors, that Ms. Studenmund should serve as a director.

Committees:Audit*, Compensation

Business Experience

Public Directorships During the Past Five Years

Other Relevant Experience

*
Audit committee financial expert under applicable SEC rules and regulations.

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Class II Directors (Terms Expiring in 2020)

David Kelso  |

Director since July 2006Independent: Yes



GRAPHICDavid B. Kelso—Age: 66—is a financial advisor for Kelso Advisory Services, a company he started in 2003.related businesses. Mr. Kelso'sPandit’s business experience and directorships are detailed below. The Company has concluded, based in part on Mr. Kelso's business experience with Inductis, his management and operating experience at major public companies, his expertise in finance, strategy and investments, and his board and committee service at other global companies, that Mr. Kelso should serve as a director.

Committees:Audit*, Nominating and Corporate Governance (Chair)

Business Experience

Public Directorships During Past Five Years

Other Directorships

Other Relevant Experience

*
Audit committee financial expert under applicable SEC rules and regulations.

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Som Mittal  |

Director since December 2013Independent: Yes



GRAPHICSom Mittal—Age: 67—has held various corporate leadership roles in the IT industry since 1989 and extensive experience in the engineering and automotive sectors. His business experience and directorships are detailed below. The Company has concluded, based in part on Mr. Mittal's business experience as President of NASSCOM and his knowledge of the global outsourcing industry, that Mr. Mittal should serve as a director.

Committees:Compensation, Nominating and Corporate Governance

Business Experience

Public Directorships During Past Five Years

Other Directorships

Other Relevant Experience


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Clyde Ostler  |

Director since December 2007Independent: Yes



GRAPHICClyde W. Ostler—Age: 72—is a retired executive of Wells Fargo and during his 40-year tenure held numerous senior leadership positions within that organization. The Company has concluded, based in part on Mr. Ostler's business experience through his positions at Wells Fargo & Company, that Mr. Ostler should serve as a director.

Committees:Audit (Chair)*, Compensation

Business Experience

Public Directorships During the Past Five Years

Other Directorships

*
Audit committee financial expert under applicable SEC rules and regulations.

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Class III Directors (Terms Expiring in 2021)

Deborah Kerr  |

Director since January 2015Independent: Yes



GRAPHICDeborah Kerr—Age: 47—is a proven technology leader in the software industry with more than 25 years of diverse management experience. Ms. Kerr's business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Kerr's experience in the technology, digital, marketing, operations and software and services industries, and her general management experience, that Ms. Kerr should serve as a director.

Committees:Compensation, Nominating and Corporate Governance

Business Experience

Public Directorships during Past Five Years

Other Directorships


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Vikram S. Pandit  |

Director since October 2018Independent: Yes



GRAPHICVikram S. Pandit—Age: 62—is Chairman and Chief Executive Officer of the Orogen Group, which makes significant long-term strategic investments in financial services companies and related businesses. Mr. Pandit's business experience and directorships are detailed below. Mr. Pandit was appointed to the Board pursuant to the terms of an Investment Agreement, dated as of October 1, 2018, between the Company and Orogen Echo LLC, an affiliate of The Orogen Group LLC. The Company has concluded, based in part on Mr. Pandit'sPandit’s more than 30 years of experience in the financial services industry, including his experience as Chief Executive Officer, and a member of the board of directors, of Citigroup Inc. (NYSE: C), that Mr. Pandit should serve as a director.

Committees:

•   Audit*; Nominating and Governance

Business experience

•   Chairman and Chief Executive Officer, The Orogen Group LLC (July 2016 - present)

•   Chairman, TGG Group (February 2014 - June 2016)

•   Chief Executive Officer, Citigroup Inc. (December 2007 - October 2012)

Public directorships during past five years

•   Director and member of the nominating and governance and finance committees, Virtusa Corporation (NASDAQ: VRTU) (2017 - 2021)

•   Lead Independent Director, chair of the human resources and compensation committee and member of the corporate governance and nominating committee, former member of the audit committee, Bombardier Inc. (TSX: BBD) (2014 - 2021)

Other relevant experience

•   Director, Citigroup Inc. (December 2007 - October 2012)

•   Director, Fair Square Financial Holdings (2017 - 2021)

•   Director, Westcor Land Title Insurance Company (2020 - present)

•   Chairman, JM Financial Credit Solutions Ltd. (2014 - present)

•   Member of the Board of Overseers of Columbia Business School

•   Member of the Board of Visitors of Columbia School of Engineering and Applied Science

SKILLS

    LOGO

Finance

and accounting

    LOGO

Executive

leadership

(within the last 5 years)

    LOGO

Public company

governance

    LOGO

Analytics

    LOGO

Human capital

management

    LOGO

Digital operations and solutions

    LOGO

Global

experience

    LOGO

Mergers and acquisitions

* Audit committee financial expert under applicable SEC rules and regulations

20    

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    EXL 2022 Proxy Statement

LOGO

Our board of directors

  Rohit Kapoor

   Director since November 2002    |    Vice Chairman and CEO since April 2012

Non-independent

LOGO

Age: 57 — co-founded EXL in April 1999 and has served as our Vice Chairman and CEO since April 2012 and as a director since November 2002. He previously served as our President and CEO from May 2008 to March 2012. Mr. Kapoor’s business experience and directorships are detailed below. The Company has concluded that, in connection with Mr. Kapoor’s experience as a founder and current role as CEO of the Company, Mr. Kapoor should serve as a director.

Committees: N/A

Business experience at the Company

•   Vice Chairman and CEO (2012 - present)

•   President and CEO (2008 - 2012)

•   Various senior leadership roles, including CFO and COO (2000 - 2008)

Other business experience

•   Business head, Deutsche Bank, a financial services provider (1999 - 2000)

•   Various capacities at Bank of America in the United States and Asia, including India (1991 - 1999)

Public directorships during past five years

•   Lead independent director, director and member of the audit committee, CA Technologies, Inc. (NASDAQ: CA), a software services company (2012 - 2018)

Other relevant experience

•   Member, Board of Directors, American India Foundation (AIF)

•   Member, Board of Directors, Pratham (Tristate Chapter)

SKILLS

        LOGO

Finance

and accounting

        LOGO

Executive

leadership

(within the last 5 years)

          LOGO

Public company

governance

        LOGO

Analytics

        LOGO

Human capital management

    LOGO

Digital operations and solutions

        LOGO

Marketing

        LOGO

Global

experience

    LOGO

Risk oversight and management

    LOGO

Mergers and acquisitions

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Committees:AuditOur board of directors

Business Experience

  Anne E. Minto

   Director since March 2013

Independent

Public Directorships During the Past Five Years

Other Relevant Experience


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    LOGO

    Age: 68 — is a qualified lawyer and member of the Law Society of Scotland. Ms. Minto’s business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Minto’s extensive experience as a member of international company boards and management in the human resources field and her expertise in human capital management, together with her knowledge and experience of the European business and regulatory environment, that Ms. Minto should serve as a director.

    Committees:

    Nitin Sahney  |•   Compensation, Nominating and Governance

    Business experience

    •   Qualified lawyer and member of Law Society of Scotland

    •   Group director, human resources and member of the executive committee, Centrica plc, an energy and services company (2002 - 2011)

    •   Prior senior management roles at Shell UK and Smiths Group plc

    Public directorships during past five years

    •   Non-executive director, chairman of the remuneration committee, Tate & Lyle plc (LSE: TATE), a global provider of specialty food products (2012 - 2021)

    •   Non-executive director, chairman of the remuneration committee and member of the nomination and governance committee, Shire plc (NASDAQ: SHPG, LSE: SHP), a global biopharmaceutical company (2010 - 2019)

    Other relevant experience

    •   Non-executive director, Court of the University of Aberdeen

    •   Chairman, University of Aberdeen Policy and Resources Committee

    •   Fellow, Chartered Institute of Personnel & Development and the City and Guilds of London Institute

    •   Fellow, Chartered Institute of Management

    •   Recipient, Order of the British Empire for services to the U.K. engineering industry (2000)

    SKILLS

        LOGO

    Finance

    and accounting

        LOGO

    Executive

    leadership

        LOGO

    Public company

    governance

        LOGO

    Human capital

    management

        LOGO

    Global

    experience

        LOGO

    Risk oversight and

    management

        LOGO

    ESG

        LOGO

    Mergers and acquisitions

    22    

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    		 Director since January 2016    EXL 2022 Proxy Statement Independent: Yes

    LOGO

    Our board of directors


      Som Mittal

       Director since December 2013


      

    Independent

    LOGO

    Age: 70 — has held various corporate leadership roles in the IT industry since 1989 and also has extensive experience in the engineering and automotive sectors. His business experience and directorships are detailed below. The Company has concluded, based in part on Mr. Mittal’s business experience as President of NASSCOM, his knowledge of the global outsourcing industry and his expertise in corporate sustainability and responsibility, that Mr. Mittal should serve as a director.

    Committees:

    GRAPHIC•   Compensation, Nominating and Governance

    Business experience

    •   Chairman and President, NASSCOM, a trade body for the IT and business process management industries in India (2008 - 2014)

    •   Prior leadership roles at Wipro, Digital, Compaq and HP

    •   Prior executive roles at Larsen and Toubro, Escorts and Denso

    Public directorships during past five years

    •   Director and member of clinical quality and innovation committee, Apollo Hospitals Enterprise Limited (NSE: APOLLOHOSP), a healthcare services provider (2021 - present)

    •   Director and chairman of audit committee, Sheela Foam Ltd. (NSE: SFL), a manufacturing company (2016 - present)

    •   Director and member of audit and risk management committee, Cyient Ltd. (NSE: CYIENT), an engineering design services company (2014 - 2022)

    •   Director and chairman of customer service committee and IT strategy committee, member of nomination and remuneration committee and other committees, Axis Bank, Ltd. (NSE: Axis), a financial services company (2011 - 2019)

    Other directorships

    •   Director, Tata SIA Airlines, Ltd., an Indian airline joint venture between TATA and Singapore Airlines with Indian and international operations (2015 - present)

    •   Non executive Independent Director and Chairman, Vodafone India Services India Pvt Ltd., an Indian shared services company that is wholly owned, operated and controlled by Vodafone Group Plc (“Vodafone”) and provides information technology and networks services, among others, to Vodafone (2020 - present)

    Other relevant experience

    •   Former member, Board of Governors, Indian Institute of Corporate Affairs

    •   Former Committee Member, Indian Prime Minister’s National e-Governance Program

    •   Member of the governing body of Axis Bank Foundation, a non-profit organization, and member of board of governors of academic institutions

    SKILLS 

          LOGO

    Finance

    and accounting

          LOGO

    Executive

    leadership

          LOGO

    Public company

    governance

          LOGO

    Human capital

    management

          LOGO

    Digital operations and solutions

          LOGO

    Global

    experience

          LOGO

    Risk oversight and

    management

          LOGO

    		Information and cybersecurity

          LOGO

    		ESG

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    Our board of directors

      Clyde W. Ostler

       Director since December 2007

    Independent

    LOGO

    Age: 75 — is a retired executive of Wells Fargo and during his 40-year tenure held numerous senior leadership positions within that organization, including as Chief Financial Officer. The Company has concluded, based in part on Mr. Ostler’s business experience through his positions at Wells Fargo & Co., that Mr. Ostler should serve as a director.

    Committees:

    •   Audit*, Compensation

    Business experience

    •   Leadership positions within Wells Fargo, including: Group Executive Vice President, Wells Fargo & Co., Vice Chairman, Wells Fargo Bank California NA, President, Wells Fargo Family Wealth, Vice Chairman in the Office of the President, Chief Financial Officer, Chief Auditor, Head of Retail Branch Banking, Head of Information Technology, Head of Institutional and Personal Investments and Head of Internet Services

    •   Served on the Senior Management Committee of Wells Fargo for over 25 years

    Public directorships during past five years

    •   Director, McClatchy Company, a media company (NYSE: MNI) (2013 - 2020)

    Other directorships

    •   Advisory Director Emeritus, FTV Capital, a private global investment company

    Other relevant experience

    •   Director’s Advisory Council, Emeritus, Scripps Institution of Oceanography

    SKILLS

          LOGO

    Finance
    and accounting

          LOGO

    Executive

    leadership

          LOGO

    Public company

    governance

          LOGO

    Marketing

          LOGO

    Risk oversight and

    management

    * Audit committee financial expert under applicable SEC rules and regulations.

    24    

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    		    EXL 2022 Proxy Statement

    LOGO

    Our board of directors

      Kristy Pipes

       Director since January 2021

    Independent

    LOGO

    Age: 62 — is a leader in the consulting and financial services industry. Ms. Pipes’s business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Pipes’s experience as the Chief Financial Officer and as a member of the Management Committee of Deloitte Consulting, LLP and her expertise in the consulting and financial services industry that Ms. Pipes should serve as a director.

    Committees:

    •   Audit (Chair)*; Compensation

    Business experience

    •   Chief Financial Officer, member of the Management Committee and various leadership positions, Deloitte Consulting LLP, a management consulting firm (1999 - 2019)

    •   Vice President and Manager, Finance Division, Transamerica Life Companies (1997 - 1999)

    •   Senior Vice President and Chief of Staff for the President and CEO, among other senior management positions, First Interstate Bank of California (1985 - 1996)

    Public directorships during past five years

    •   Director and chair of the audit committee, and member of the nominating/corporate governance committee, PS Business Parks, Inc. (NYSE: PSB), a commercial property real estate investment trust (2019 - present)

    •   Director and chair of the audit committee, and member of the nominating/corporate governance committee, Public Storage (NYSE: PSA), an international self storage company (2020 - present)

    Other relevant experience

    •   Director and chair of the audit committee, and member of the nominating/corporate governance committee, Savers, Inc., one of the world’s largest thrift retailers

    SKILLS

        LOGO

    Finance

    and accounting

        LOGO

    Executive

    leadership

    (within the last 5 years)

        LOGO

    Public company

    governance

        LOGO

    		Analytics

        LOGO

    Human capital

    management

        LOGO

    Global

    experience

        LOGO

    Risk oversight and

    management

        LOGO

    		Information and cybersecurity

    * Audit committee financial expert under applicable SEC rules and regulations.

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    Our board of directors

    Nitin Sahney

       Director since January 2016

    —Independent

    LOGO

    Age: 5659 —is Is a leader in the healthcare industry with over 25 years of experience across all areas of healthcare. Mr. Sahney'sSahney’s business experience and directorships are detailed below. The Company has concluded, based in part on Mr. Sahney'sSahney’s experience as CEO of PharmaCord and Omnicare, Inc. and his expertise in the healthcare industry garnered from more than two decades of experience, that Mr. Sahney should serve as a director.

    Committees:

    •   Nominating and Governance (Chair); Audit

    Business experience

    •   Founder, Member-Manager and Chief Executive Officer, PharmaCord, LLC, a company that helps biopharma manufacturers address product access hurdles (2016 - present)

    •   Operating Advisor, Clayton Dubilier & Rice Funds, a private equity firm (2016 - 2017)

    •   President and CEO (2014 - 2015) and President and COO (2012 - 2014) of Omnicare Inc., a former New York Stock Exchange-listed Fortune 500 company in the long-term care and specialty care industries

    •   Manager of a healthcare investment fund (2008 - 2010)

    •   Founder and CEO of RxCrossroads, a specialty pharmaceutical company (2001 - 2007)

    •   Prior leadership positions with Cardinal Healthcare, a global healthcare services and products company

    Public directorships during past five years

    •   Director, Option Care Enterprises, Inc. (NASDAQ: OPCH) (2019 - present)

    Other relevant experience

    •   Member of the Board of Trustees, University of Louisville (2017 - 2019)

            LOGO

    SKILLS

    Finance

    and accounting

           LOGO

    Executive

    leadership

    (within the last 5 years)

            LOGO

    Public company

    governance

          LOGO

    Mergers and

    acquisitions

    26    

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    LOGO

    Committees:Audit, CompensationOur board of directors

    Business Experience

    Other Relevant Experience


    Table of Contents

      Garen K. Staglin  |  Jaynie M. Studenmund

         Director since September 2018

      		  

      Director since June 2005, Chairman of the Board since February 2014Independent

      LOGO

      		  Independent: Yes



      GRAPHICGaren K. Staglin—

      Age: 7467 —has over 40 years of is a seasoned executive with significant experience in theas a top line executive leading financial services and technology industries. Mr. Staglin'sdigital companies. She also has extensive experience as a public company director. Ms. Studenmund’s business experience and directorships are detailed below. The Company has concluded, based in part on Mr. Staglin'sMs. Studenmund’s extensive public company board experience, together with her knowledge and experience in the digital, financial services, health care and technology industriesconsumer business sectors, and his past experience as a member of public company boards of directors,her expertise in compensation and corporate governance, that Mr. StaglinMs. Studenmund should serve as a director.

      Committees:

      •   Compensation (Chair), Audit*

      Business experience

      •   Chief Operating Officer, Overture Services, a pioneer in paid search and search engine marketing (2001 - 2004)

      •   President & Chief Operating Officer, PayMyBills, the leading consumer bill payment and presentment company (1999 - 2001)

      •   Previously for over two decades served as Executive Vice President and Head of Consumer and Business Banking for three of the nation’s largest banks at the time and primarily for First Interstate of California. Today, these three banks form the backbone of Chase’s and Wells Fargo’s consumer business in California following the era of bank consolidation.

      •   Management Consultant, Booz, Allen & Hamilton

      Public directorships during past five years

      •   Director and chair of the compensation committe and member of the risk management committee, Pacific Premier Bancorp (Nasdaq: PPBI), a top performing regional bank (2019 - present)

      •   Director and member of the contracts committee, audit committee and nomination and governance committee, Western Asset Management funds, a major global fixed income fund, and director of affiliated funds for Western Asset Management (2004 - present)

      •   Director and chair of the compensation committee and member of the nomination and governance committee, CoreLogic, Inc. (NYSE: CLGX) until its acquisition in 2021 (2012 - 2021)

      •   Director, compensation committee chair and member of the compliance committee, Pinnacle Entertainment (Nasdaq: PNK) until its acquisition in 2018 (2012 - 2018)

      Other relevant experience

      •   Board Leadership Fellow and member of the Directorship 100 for excellence in board service, National Association of Corporate Directors

      •   Life trustee and board chair, Huntington Health, affiliate of Cedars Sinai Health System

      •   Founder and board member, Enduring Heroes Foundation

      SKILLS

            LOGO

      Finance

      and accounting

            LOGO

      Executive

      leadership

            LOGO

      Public company

      governance

            LOGO

      		Analytics

            LOGO

      Human capital

      management

            LOGO

      Digital operations

      and solutions

            LOGO

      Marketing

            LOGO

      Global

      experience

            LOGO

      Risk oversight and

      management

            LOGO

      		ESG

            LOGO

      Mergers and

      acquisitions

      * Audit committee financial expert under applicable SEC rules and regulations.

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      Committees:Compensation, Nominating and Corporate Governancegovernance

      Business Experience

        •
        Chief Executive Officer of eONE Global LP, an emerging payments company (2001 – 2004)
        •
        Chief Executive Officer of Safelite Auto Glass, a provider of glass claim solutions (1993 – 1999)

      Public Directorships during Past Five Years

        •
        Director, chairman of the compensation and member of the governance committee, SVB Financial Group (NASDAQ:SIVB), a financial services provider (2011 – present)

      Other Directorships

        •
        Senior Advisor and Advisory Director, FTV Capital, a private global investment company (2004 – present)
        •
        Vice Chairman, Profit Velocity Solutions, a manufacturing analytics firm (2007 – present)
        •
        Chairman, Nvoice Payments, an electronic payment service provider (2010 – present)
        •
        Advisory Director, Specialized Bicycle, a manufacturer of cycling equipment (1995 – 2014)
        •
        Other directorships completed prior to 2014 include: Bottomline Technologies, a provider of payment and invoice automation software and services (2007 – 2012); Solera Holdings, a public automotive insurance software service provider (2005 – 2011); First Data Corporation, a payments solutions provider (1992 – 2003); and Global Document Solutions, a private document processing outsourcing company (2005 – 2010)

      Other Relevant Experience

        •
        Co-Founder and Co-Chairman, One Mind (1995 – present)
        •
        Founder and President, BringChange2Mind (2009 – 2014)
        •
        Co-Chairman, UCLA Centennial Capital Campaign (2014 – present)

        Table of Contents

        Corporate governance

        Director independence

        CORPORATE GOVERNANCE

        Director Independence

        In determining director independence, the board of directors considered the transactions and relationships set forth below under "Certain“Certain Relationships and Related Person Transactions—Related Party Transactions." Transactions” and routine service arrangements between the Company and each of Fair Square Financial (“FSF”), Virtusa Corporation (“Virtusa”) and Westcor Land Title Insurance Company (“Westcor”). During 2021, one of our directors, Mr. Pandit, served as a non-executive director and, through his ownership in The Orogen Group (see below for information on Mr. Pandit’s relationship with The Orogen Group), owned an immaterial indirect equity interest, in each of FSF (until October 2021) and Virtusa (until February 2021) and Westcor; Mr. Pandit is not, and was not during 2021, a partner, controlling shareholder or executive officer of either FSF, Virtusa or Westcor.

        Based on its review of all applicable relationships, our board of directors has determined that all of the members on our board of directors, other than Mr. Kapoor, meet the independence requirements of the Nasdaq Stock Market and federal securities laws.

        Meeting attendance

        Meeting Attendance

        OurWe expect our directors are expected to attend all board of directors meetings and meetings of committees on which they serve. Directors areWe also expectedexpect our directors to spend sufficient time and meet as frequently as necessary to discharge their responsibilities properly. Each member of our board of directorsdirector attended at least 75%90% of the aggregate meetings of our board of directors and the committees on which they served during 2018.2021; all but two directors had 100% attendance record for all such meetings. It is our policy that all of our directors standing for election should attend our Annual Meetings of Stockholders absent exceptional cause. All of the persons who were members of the board of directors at the timecause, and all of our 2018then-incumbent directors attended the 2021 Annual Meeting of Stockholders attended such meeting.Stockholders.

        Board and committee meetings in 2021

          LOGO

        		  

         

        		 

        LOGO

        		  

         

        		 

        LOGO

        		  

         

        		 

        LOGO

          Board meetings   Audit Committee meetings   Nominating and Governance Committee meetings   Compensation Committee meetings
                 
         7   6   5   7

        28    

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        		    EXL 2022 Proxy Statement

        LOGO

        Corporate governance

        Corporate governance framework

        The board is responsible for providing governance and oversight over the effectiveness of policy and decision-making with respect to the strategy, operations and management of EXL, in order to enhance our financial performance and stockholder value over the long term.

        Our board’s commitment to strong corporate governance is informed by the five core values of our corporate culture: innovation, respect, integrity, excellence and collaboration. Our board seeks to maintain best practices in corporate governance by reviewing and updating our governance policies, as appropriate, at least annually, and provides oversight over our risk management and strategic planning as relates to our growth, human capital management, and environmental, social and governance matters, each as discussed further below.

        Governance policies

        Our Corporate Governance Guidelines and other governance policies, including our committee charters and Code of Conduct and Ethics, codify our corporate governance framework.

        The Corporate Governance Guidelines address Board responsibilities and conduct, director qualifications and membership matters, director orientation and continuing education, Board and committee meetings, and share ownership by non-management directors, among other topics.

        Our Code of Conduct and Ethics is applicable to our directors, officers and fully and part-time employees, and anyone who works on EXL’s behalf, including suppliers, subcontractors and partners, and details how they should conduct themselves when dealing with fellow employees, clients, suppliers, partners, competitors and the general public. Our Code of Conduct and Ethics is reviewed annually by the Audit Committee and audited periodically as part of our compliance and legal audits. Each of our employees and contractors receives periodic training on the Code. We encourage our employees to speak up and raise concerns promptly about any situation that they believe may violate our Code of Conduct and Ethics or the law and we are committed to responding promptly to any concerns. Our Corporate Governance Guidelines, committee charters, and other corporate governance policies are all available on our website at https://ir.exlservice.com/corporate-governance.

        Our committee charters specifically set out the authority and responsibilities of the Committees of the board.

        EXL 2022 Proxy Statement    

        /

        		    29

        LOGOCorporate governance

        LOGO

        Beyond the board room

        Director onboarding

        LOGO

        		All new directors participate in an orientation program shortly after their election, which is overseen by the Nominating and Governance Committee of the board, includes site visits and





        		presentation by senior management to familiarize new directors
        with EXL’s strategic and business plans, as well as our significant
        financial, accounting and risk management matters, our
        compliance programs, our corporate governance framework,
        and our principal officers, and independent and internal audit
        teams.

        Employee and stockholder engagement

        LOGO

        		Our board members are generally invited to visit any of EXL’s offices and have complete and open access at any time to our management and employees. Our board members also take part in








        		EXL company initiatives in which they can engage with our non-
        management level employees directly. For example,
        Ms. Studenmund, a board member, participated in a fireside
        chat webinar for International Women’s Day in 2021 on gender
        equity in the business world, which was made available to our
        employees.

        Additionally, in 2021, Mr. Sahney and Ms. Studenmund each
        participated in our stockholder engagement program, joining
        management in direct discussions with our stockholders. See
        "Corporate governance—stockholder engagement."

        Director continuing education

        LOGO

        		We also encourage our board members to participate in director continuing education, and provide our directors with materials relating to director continuing education opportunities, and

        reimbursements for attending such courses. For example, Mr. Kapoor attended the KPMG Board Leadership StructureConference titled “Courage and Leadership” in early 2021, Ms. Minto participated in the Deloitte Annual Board Symposium hosted by the Center for Board Effectiveness, and Ms. Pipes participated in several courses and trainings on cybersecurity, among other topics, including through the Digital Directors Network throughout the year.

        Our board members also receive regular updates on corporate governance, social and environmental matters, executive compensation developments and trends, accounting standards changes, risk management matters and other legal and other topics of interest from our internal and external counsel, our independent auditors and third-party advisors.

        We maintain a subscription for board members to the National Association of Corporate Directors (the “NACD”), an authority on elevating board leadership and promoting board best practices.

        Certain of our directors are involved in industry-level governance matters. For example, Mr. Mittal is the former president and chairman of the National Association of Software and Service Companies (“NASSCOM”), an Indian trade association and governance group focused on the information technology and business process outsourcing industry, a group in which we and many of our U.S. peer companies with operations in India are members. He advises NASSCOM on best practices for corporate governance within the industry.

        Additionally, Ms. Studenmund is an NACD Board Leadership Fellow, a credential awarded to her for her completion of the NACD Master Class and her ongoing participation in director education programs and events that enable her to stay up-to-date on emerging corporate governance matters. She was also recently recognized as a member of NACD’s Directorship 100 for her leadership in corporate governance.

        LOGO

        LOGO

        LOGO

        LOGO

        LOGO

        LOGO

        Anne Minto

        Independent director

        Kristy Pipes

        Independent director

        Rohit Kapoor

        Vice Chairman

        and CEO

        Jaynie Studenmund

        Independent director

        Som Mittal

        Independent director

        Nitin Sahney

        Independent director

        Our board of directors is currently led by Garen K. Staglin, our Chairman, and Rohit Kapoor, our Vice Chairman and CEO.

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        		    EXL 2022 Proxy Statement

        LOGO

        LOGOCorporate governance

        Our by-laws provide that our Chairman or, in the absence of our Chairman, our Lead Director (if there is a Lead Director serving at such time), or in the absence of both our Chairman and Lead Director, our CEO, shall call meetings of our board of directors to order and shall act as the chairman thereof. In the absence of our Chairman, our Lead Director (if there is a Lead Director serving at such time), and our CEO, a majority of our directors present may elect as chairman of the meeting any director present. Independent directors meet at least quarterly in executive session without any management directors or members of the Company's management present. The Lead Director or, in the absence of the Lead Director, a director chosen by the directors meeting in executive session, presides at all executive sessions.

        Board leadership structure

            LOGO   

        Vikram Pandit

        Independent Chairman

        LOGO

        Rohit Kapoor

        Vice Chairman and CEO

        Our board of directors is currently led by Vikram Pandit, our Chairman, and Rohit Kapoor, our Vice Chairman and CEO.

        Our by-laws provide that our Chairman or, in the absence of our Chairman, our Lead Director (if there is a Lead Director serving at such time), or in the absence of both our Chairman and Lead Director, our CEO, calls meetings of our board of directors to order and acts as the chairman for those board meetings. In the absence of our Chairman, our Lead Director (if there is a Lead Director serving at such time), and our CEO, a majority of our directors present may elect as chairman of the meeting any director present. Independent directors meet at least quarterly in executive session without any management directors or members of the Company’s

        management present. Our Corporate Governance Guidelines provide that in the absence of our Chairman, our Lead Director (if there is a Lead Director serving at such time) or, in the absence of the Lead Director, a director chosen by the directors meeting in executive session, presides at all executive sessions.

        Consolidating the Vice Chairman and CEO positions allows our CEO to contribute his experience and perspective regarding management and leadership of the Company towards the goals of improved corporate governance and greater management accountability. In addition, the presence of our Chairman ensures that the board can retain sufficient delineation


        Table of Contents

        of responsibilities, such that our Chairman and our Vice Chairman and CEO may each successfully and effectively perform and discharge their respective duties and, as a corollary, enhance our prospects for success. As a result, the Company will benefit from the ability to integrate the collective leadership and corporate governance experience of our Chairman and our Vice Chairman and CEO, while retaining the ability to facilitate the functioning of the board of directors independently of our management and to focus on our commitment to corporate governance.

        For the foregoing reasons, our board of directors has determined that its leadership structure is appropriate and in the best interests of our stockholders at this time.

        EXL 2022 Proxy Statement    

        Majority Voting in Director Elections/

        		    31

        Under

        Corporate governance

        Director qualifications, refreshment and evaluations

        Director qualifications

        The board of directors considers it paramount to achieving excellence in corporate governance to assemble a board of directors that, taken together, has the breadth of skills, qualifications, experience and attributes appropriate for functioning as the board of directors of our Company and working productively with management. The Nominating and Governance Committee of the board is responsible for recommending nominees who are qualified and bring a diverse set of skills and qualifications to oversee the Company effectively.

        The Nominating and Governance Committee has not formally established any minimum qualifications for director candidates, but pursuant to our Corporate Governance Guidelines, our board of directors seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Nominating and Governance Committee assesses each director candidate's independence, diversity (including age, ethnicity, race and gender, among others), skills and experience in the context of the needs of the board of directors. The Nominating and Governance Committee considers a number of factors in selecting director candidates, including, among others: ethical standards and integrity; independence; diversity of professional and personal backgrounds; skills and experience; other public company directorships; and financial literacy and expertise; communication skills; and ability and willingness to comply with Company policies and procedures.

        Key skills and attributes

        we look for in board nominees

        LOGO   Strategic insight

        LOGO   Critical and innovative thinking

        LOGO   High ethical standards and integrity

        LOGO   Mutual respect for other board members

        LOGO   Ability to debate constructively

        LOGO   Candid, assertive, open minded

        LOGO   Availability and commitment to serve

        LOGO   Commitment to accountability, excellence and continuous improvement

        LOGO   Commitment to driving our growth and success

        In light of our by-laws, directors who are standing for election in an uncontested election are electedbusiness, the primary areas of experience, qualifications and attributes typically sought and put forward by the affirmative voteNominating and Governance Committee in director candidates include, but are not limited to, the following:

        LOGO

        Executive leadership

        Experience holding significant leadership positions, including as a CEO or head of a significant business, to help us drive business strategy, growth and performance.

        LOGO

        Finance and accounting

        Experience with finance, accounting or financial reporting processes, to help drive financial performance.

        LOGO

        Global companies

        Experience working outside of the United States or with multinational companies, to help facilitate our global expansion.

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        LOGO

        Corporate governance

        LOGO

        Board experience

        Understanding of public company board of director and fiduciary duties, to help provide perspective on corporate governance best practices and related matters.

        LOGO

        Digital operations and solutions

        Experience with digital operations and solutions, artificial intelligence and machine learning, and other key technologies that are central to our business.

        LOGO

        Client and industry knowledge

        Experience with our key client industries, including insurance, healthcare, banking and financial services, finance/accounting, and our other capabilities, to help deepen our knowledge of our key industry verticals and markets in which we do business.

        LOGO

        Risk oversight/management

        Experience assessing and overseeing the overall risk profile of multinational public companies.

        LOGO

        Human capital management

        Experience in management and development of human capital, including management of a large workforce, diversity and inclusion, talent development, workplace health and safety, compensation and other human capital issues.

        LOGO

        Diverse backgrounds

        We seek directors with diverse professional and personal backgrounds and perspectives to promote the values of diversity and inclusion from the top and to provide perspective from varying viewpoints.

        LOGO

        Experience in ESG matters

        Experience in managing ESG matters, incorporating them into business and strategy and associated risks.

        LOGO

        Information and cybersecurity

        Experience in information and cybersecurity matters, best practices and associated risks.

        LOGO

        Mergers and acquisitions

        Experience in mergers and acquisitions as a component of business development and strategy.

        LOGO

        Marketing

        Experience in marketing and branding of multinational companies.

        EXL 2022 Proxy Statement    

        /

        		    33

        Corporate governance

        Refreshment

        Our Nominating and Governance Committee regularly considers the size and composition of our board (and its committees) on a continual basis with an aim toward creating a balanced board with extensive experience and institutional knowledge, and fresh perspective and insight.

        Considerations include whether the composition of the board of directors (and its committees) includes sufficient diversity and independent skill sets and background as appropriate for our immediate and long-term strategic needs. These considerations are also informed by discussions with our investors through stockholder engagement. In terms of diversity, our board is 33% diverse in terms of gender and 44% diverse in terms of ethnic/racial diversity.

        In considering board composition, our Nominating and Governance Committee also considers the length of tenure of the directors as a whole. Following the Annual Meeting, we will have the following balance of tenures:

        Board refreshment

        ADDITIONS

        EXITS

        LOGO

        2021

        Kristy Pipes

        LOGO

        2021

        David Kelso

        Deborah Kerr

        LOGO

        2022

        Garen Staglin

        LOGO

        While the Company does not maintain term limits, our Corporate Governance Guidelines provide that the expectations for new directors is a maximum term of a majority of votes cast (meaning the number of shares voted "for" a nominee must exceed the number of shares voted "against" such nominee) in person or represented by proxyten years. The board actively manages board refreshment and entitled to votesuccession planning at the meeting. If any incumbent nomineeboard and committee level. For example, the board generally expects that each member serve on two committees, and that each committee chair serve for director in an uncontested election receives a greater numbermaximum of votes "against" his or her election than votes "for" such election, our by-laws providefive years. The board expects that such person shall tenderover the next few years, the committee and board composition will continue to change due to rotation and retirement. The Nominating and Governance Committee will identify successors based on the goal of maintaining the board’s overall balance of experience and perspective. A recommendation regarding board (and committee) composition is shared with the full board of directors his or her resignation as a director. (In contested elections, directors will be elected by the affirmative vote of a plurality of votes cast in person or represented by proxy and entitled to vote at the Annual Meeting.) An uncontested election meanson an election in which the number of nominees for director is not greater than the number to be elected.annual basis.

        34    

        Committees/

        		    EXL 2022 Proxy Statement

        LOGO

        Corporate governance

        Board refreshment process

        LOGO

        EXL 2022 Proxy Statement    

        /

        		    35

        Corporate governance

        Board evaluations

        We consider the continued effectiveness of the board and its committees as critical to our long-term success and stockholder value. The board evaluates its performance and the performance of it committees and each director on an annual basis through the following process:

        LOGO

        Succession planning

        Our board of directors is responsible for developing and annually reassessing succession plans for our CEO and other key executive officers of the Company, and preparing contingency plans for interim CEO succession in the event of an unexpected occurrence for board review.

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        		    EXL 2022 Proxy Statement

        LOGO

        Corporate governance

        Committees

        Our board of directors currently has three standing committees: the Audit Committee, the Nominating and Governance Committee and the Compensation Committee.

        GRAPHIC As discussed above, our board of directors has determined that each member of the Audit, Nominating and Governance and Compensation Committees meets the independence and experience requirements of the Nasdaq Stock Market and federal securities laws. Copies of our committee charters can be found on the Investor Relations page of our website at: https://ir.exlservice.com/corporate-governance. Information on our website referred to in this Proxy Statement does not constitute a part of this Proxy Statement.


        GRAPHICThe following table sets forth the current chairs and members of each standing committee of the board of directors. As an executive director, Mr. Kapoor does not serve on any board committee.

        Audit Committee.

        Our

        Financial expert

        Audit
        Committee oversees

        Compensation
        Committee

        Nominating
        and assists our board of directors in fulfilling its oversight responsibilities with respect to our accounting and financial reporting processes, including the integrity of the financial statements and other financial information provided by us to our stockholders, the public, stock exchanges and others; our compliance with legal and regulatory requirements; our independent registered public accounting firm's qualifications and independence; the audit of our financial statements; the performance of our internal audit function and independent registered public accounting firm; and the Company's cyber security program and cyber strategy-related risks.Governance
        Committee

        Vikram Pandit

        		LOGOLOGO

        		LOGO

        Anne Minto

        		LOGOLOGO

        Som Mittal

        		LOGOLOGO

        Clyde Ostler

        		LOGOLOGOLOGO

        Kristy Pipes

        		LOGOLOGOLOGO

        Nitin Sahney

        		LOGO

        		LOGO

        Garen Staglin*

        		LOGOLOGO

        Jaynie M. Studenmund  

        LOGO

        LOGO

        LOGO

        * Not standing for reelection.

        EXL 2022 Proxy Statement    

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        		    37               

        Corporate governance

        Audit Committee

        Our Audit Committee oversees and assists our board of directors in fulfilling its oversight responsibilities with respect to our accounting and financial reporting processes, including the integrity of the financial statements and other financial information provided by us to our stockholders, the public, stock exchanges and others; our compliance with legal and regulatory requirements; our independent registered public accounting firm’s qualifications and independence; the audit of our financial statements; the performance of our internal audit function and independent registered public accounting firm; and the Company’s cyber security program and cyber strategy-related risks; business continuity and disaster recovery planning; and ESG-related disclosure, processes and controls. Our Audit Committee’s risk oversight is discussed below beginning on page 41. Our Audit Committee charter permits the committee to form and delegate authority to subcommittees when appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable requirement of federal securities laws as well as independence requirements of the Nasdaq Stock Market.

        Our Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent registered public accounting firm, and our independent registered public accounting firm reports directly to our Audit Committee. Our Audit Committee also reviews and approves specified related-party transactions as required by the rules of the Nasdaq Stock Market, and oversees the Company'sCompany’s cyber security program and cyber strategy-related risks.


        Table of Contents

        The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the "Exchange Act"“Exchange Act”). Our Audit Committee annually reviews and assesses the adequacy of the Audit Committee charter and its own performance. A copy of our Audit Committee charter can be found on our website at www.exlservice.com. Information on our website referred to in this proxy statement does not constitute a part of this proxy statement.

        The members of our Audit Committee are appointed by our board of directors. All members of our Audit Committee must also be recommended by our Nominating and Governance Committee. Our board of directors has determined that all of the members of the Audit Committee meet the independence and experience requirements of the Nasdaq Stock Market and the federal securities laws for audit committee membership.

        Nominating and Governance Committee.

        Audit Committee profile

            Kristy Pipes, Chair*

             Clyde Ostler*

             Vikram Pandit*

             Nitin Sahney

             Jaynie Studenmund*

        LOGO    

        •   Accounting and financial reporting processes

        •   Our Nominatingindependent registered public accounting firm’s appointment and Governance Committee is responsible for: (i) identifying and recommending candidates for election to our board of directors using selection criteria approved by our board of directors, (ii) developing and recommending to our board of directors Corporate Governance Guidelines that are applicable to us, and (iii) overseeing our board of director and management evaluations. A copyindependence

        •   The audit of our Nominatingfinancial statements and Governance Committee charter can be found on our website at www.exlservice.com.internal audit function

        •   Other key areas including cybersecurity, ESG, litigation, business continuity and disaster recovery, compliance and regulatory enforcement matters

             *Audit committee financial expert under applicable SEC rules and regulations

        6 committee meetings in 2021

         GRAPHIC38    

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        		    EXL 2022 Proxy Statement

        LOGO

        GRAPHICCorporate governance

        Nominating and Governance Committee

        Our Nominating and Governance Committee has a policy, reflected in such committee's charter,is responsible for: (i) identifying and recommending candidates for election to our board of considering director candidates recommendeddirectors using selection criteria approved by our stockholders. Candidate recommendations should be sentboard of directors, reviewing composition of the board and committee membership and overseeing board refreshment and director compensation and benefits matters, (ii) developing and recommending to our Nominatingboard of directors Corporate Governance Guidelines, including independence standards, and Governance Committee, c/o ExlService Holdings, Inc., 320 Park Avenue, 29th Floor, New York, New York 10022, Attention: Corporate Secretary.other board procedures or corporate governance policies, as well as any changes to such guidelines, procedures or policies or to any of our organizational documents; (iii) overseeing our board of director and management evaluations and our director education program, and (iv) overseeing our ESG goals, policies and practices. Our Nominating and Governance Committee evaluates all candidates inCharter permits the same manner regardlesscommittee to form and delegate authority to subcommittees when appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements of the source of the recommendation. Our Nominating and Governance Committee, in making its selection of director candidates, considers the appropriate skills and personal characteristics required in the light of the then-current makeup of our board of directors and in the context of our perceived needs at the time. The Nominating and Governance Committee considers a number of factors in selecting director candidates, including, among others, ethical standards and integrity; independence; diversity of professional and personal backgrounds; skills and experience; other public company directorships; and financial literacy and expertise; communication skills; and ability and willingness to comply with Company policies and procedures.

        Nasdaq Stock Market.

        Our Nominating and Governance Committee reviews written and oral information provided by and about candidates and considers any additional criteria it feels is appropriate to ensure that all director nominees possess appropriate skills and experience to serve as a member of our board of directors.

        Nominating and Governance Committee profile

            Nitin Sahney, Chair

             Anne Minto

             Som Mittal

             Vikram Pandit

             Garen Staglin

        LOGO    

        •   Reviewing composition of the board, overseeing board refreshment and identifying and recommending board candidates

        •   Developing and recommending governance practices, including our Corporate Governance Guidelines

        •   Overseeing board evaluations

        •   Overseeing our ESG goals, policies and practices

        5 committee meetings in 2021

        AlthoughAside from its role in assessing the board, its committees and individual director effectiveness described above, our Nominating and Governance Committee, does not have a formal policytogether with regard to diversitythe Compensation Committee, provides annual reports on our CEO’s performance in respect of board members, pursuant to our Corporate Governance Guidelines, our


        Table of Contents

        board of directors seeks members from diverse professionalcertain goals and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. This assessment includes an individual's independence, as well as consideration of diversity, age, skills and experience inobjectives set by the context of the needs of the board of directors. Our Nominating and Governance Committee reviews and makes recommendations regarding the composition of our board of directors in order to ensure that the board has an appropriate breadth of expertise and its membership consists of persons with sufficiently diverse and independent skill sets and backgrounds. board.

        The Nominating and Governance Committee also oversees our director onboarding and training program, which provides new directors with training regarding the Company'sCompany’s policies and procedures and specific requirements that may be needed based on the director'sdirector’s committee memberships.

        In addition, the Nominating and Governance Committee oversees and reviews the Company’s ESG goals, policies and programs and the Company’s corporate governance policies and practices regularly. Our Nominating and Governance Committee is responsible for reviewing and assessing the adequacy of our organizational documents, and recommending any changes, as well as annually reviewsreviewing and assessesassessing the adequacy of the Nominating and Governance Committee charter and its own performance.

        The members of our Nominating and Governance Committee are appointed by our board of directors. Our board of directors has determined that all of the members of the Nominating and Governance Committee meet the independence requirements of the Nasdaq Stock Market and federal securities laws.

        Compensation Committee.

        Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our directors, officers and employees and is responsible for approving the compensation of our Vice Chairman and CEO and other executive officers. Our Compensation Committee also reviews, evaluates and makes recommendations to our board of directors with respect to our incentive compensation plans and equity-based plans and administers theEXL 2022 Proxy Statement    

        /

        		 GRAPHIC    39

        GRAPHICCorporate governance

        Compensation Committee

        Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our directors, officers and employees and is responsible for approving the compensation of our Vice Chairman and CEO and other executive officers, as well as our employee benefit policies, programs and administration. Our Compensation Committee reviews, evaluates and makes recommendations to our board of directors with respect to our incentive compensation plans and equity-based plans and administers the issuance of awards under our equity incentive plans. Our Compensation Committee charteralso provides oversight with respect to human capital management matters, including diversity, equity and inclusion, and talent and leadership engagement, development, and training. Our Compensation Committee Charter permits the committee to form and delegate authority to subcommittees when appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements of the Nasdaq Stock Market. Any such subcommittee must have a published committee charter.

        Our Compensation Committee charter also permits the committee to retain advisors, consultants or other professionals to assist the Compensation Committee to evaluate director, Vice Chairman and CEO or other senior executive compensation and to carry out its duties. For 2018,2021, our Compensation Committee retained the services of Frederick W. Cook & Co., Inc. ("FW Cook"Farient Advisors LLC (“Farient”), a qualified and independent compensation consultant, to aid the Compensation Committee in performing its review of executive compensation including executive compensation benchmarking and peer group analysis. Our Compensation Committee annually reviews and assesses the adequacy of the Compensation Committee charterCharter and its own performance. Additional information regarding our Compensation Committee'sCommittee’s processes and procedures for considering executive compensation are addressed in the Compensation


        Table of Contents

        Discussion and Analysis below. A copy of our Compensation Committee charter can be found on our website at www.exlservice.com.



        The members of our Compensation Committee are appointed by our board of directors. All new members of our Compensation Committee must be recommended by our Nominating and Governance Committee. Our board of directors has determined that all members of the Compensation Committee meet the independence requirements of the Nasdaq Stock Market and federal securities laws for compensation committee membership.

        Risk Oversight

        Our board of directors provides risk oversight. Our management assists the board in identifying strategic and operating risks that could affect the achievement of our business goals and objectives, assessing the likelihood and potential impact of these risks and proposing courses of action to mitigate and/or respond to these risks. These risks are reviewed and discussed periodically with the full board of directors as part of the business and operating review.

        LOGO

        Our management is responsible for management of our day-to-day risks, and, because we are exposed to financial risks in multiple areas of our business, day-to-day risk management activities and processes are performed by multiple members of our senior and other management. Our board of directors primarily relies on the Audit Committee for oversight of our risk management and cyber security risk. The Audit Committee regularly reviews and discusses with management our major financial risk and cyber security exposures and the steps management has taken to monitor, control and manage such exposures, including our risk assessment and risk management guidelines and policies. In addition, our management maintains, as part of our disclosure controls and procedures, a separate disclosure committee that, as part of its review of our quarterly and annual reports, helps facilitate understanding by the Audit Committee and our full board of directors of new or changing risks affecting us. Once a year, the full board receives a report from management on the Company's readiness and capability to prevent, detect and respond to a cyber-attack.

        In addition, we maintain Risk Appetite Guidelines that describe certain categories of risk and qualitative and quantitative thresholds considered by the Company to be consistent with its strategic objectives. These guidelines are designed to serve as a reference in assessing and implementing strategy, and to be actionable by management such that they are meaningful from an operational perspective.

        Compensation Committee Interlocks and Insider Participation

        Ms. Kerr, Ms. Minto, Mr. Mittal, Mr. Ostler, Mr. Staglin and Ms. Studenmund are the members of our Compensation Committee.



        During 2018,2021, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our board of directors or Compensation Committee.

        Other DirectorshipsCompensation Committee profile

            Jaynie Studenmund, Chair

            Anne Minto

            Som Mittal

            Clyde Ostler

            Kristy Pipes

            Garen Staglin

        		LOGO    

        •   Overall compensation risk management, including recommending incentive compensation plans

        •   Retention of advisors or other compensation consultants

        •   Oversight of human capital management matters, including diversity, equity and inclusion

        •   No interlocks or insider participation

        7 committee meetings in 2021

        The Board maintains a practice whereby our directors disclose to the Board any offers to be a director of any other organization, which is then evaluated by the Board for potential business and other conflicts.


        Table of Contents

        40    

        Code of Conduct and Ethics; Corporate Governance Guidelines/

        		    EXL 2022 Proxy Statement

        LOGO

        Corporate governance

        Board and committee oversight of risk management

        Full board oversight
        Our board of directors is ultimately responsible for overseeing EXL’s risk management activities as a whole.

        Our management is responsible for development of our risk management framework and methodological guidelines. Management is responsible for our day-to-day risks, and, because we are exposed to financial risks in multiple areas of our business, day-to-day risk management activities and processes are performed by multiple members of our senior and other management.

        Our management assists the board in identifying strategic and operating risks that could affect the achievement of our business goals and objectives, assessing the likelihood and potential impact of these risks and proposing courses of action to mitigate and/or respond to these risks.

        We maintain Risk Appetite Guidelines that describe certain categories of risk and qualitative and quantitative thresholds considered by the Company to be consistent with its strategic objectives. These guidelines are designed to serve as a reference in assessing and implementing strategy, and to be actionable by management such that they are meaningful from an operational perspective.

        LOGO

        Audit Committee

        Responsible for primary oversight of our risk management, financial and cyber security risk, risk relating to environmental, social and governance controls and reporting internal and external audit controls and regulatory requirements. Reviews and discusses with management our major financial risk and cyber security exposures and the management has taken to monitor, control and manage such exposures, including our risk assessment and risk management guidelines and policies. Reviews and discusses with other board committees our environmental, social and governance programs and related matters.

        Nominating and Governance
        Committee

        Responsible for risk relating to environmental, social and governance matters, conflicts of interest, and oversight of corporate governance policies and practices as a risk- steps management-related measure.

        Compensation Committee

        Responsible for executive and employee compensation and retention-related risk, as well as other human capital management-related risk.

        LOGO

        Our management maintains, as part of our disclosure controls and procedures, a separate disclosure committee that, as part of its review of our quarterly and annual reports, helps facilitate understanding by the Audit Committee and our full board of directors of new or changing risks affecting us.

        EXL 2022 Proxy Statement    

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        		    41

        Corporate governance

        Cybersecurity risk management

        Given the nature of our business, EXL is highly focused on maintaining a robust and comprehensive program that identifies and manages a broad range of cybersecurity risks on behalf of our clients and their customers, as well as our employees, contractors and any relevant third parties. Our Audit Committee has primary oversight and receives regular briefings throughout the year on all identified and possible cybersecurity-related risks, vulnerabilities and strategic policies and practices frommanagement. At least once a year,our board receives a report from management on the Company’s readiness and capability to reduce the risk of, detect and respond to a cyber-attack. Our cybersecurity team consists of privacy attorneys, qualified technical cybersecurity professionals and business continuity specialists. We also periodically engage third party experts to review and assess our cybersecurity governance and management.

        We have invested in our information security posture and protocols to support compliance with our contractual obligations and the laws and regulations governing our activities, as well as best practices for organizational resiliency. These investments include people, processes and technology intended to protect information throughout its life cycle. Each of our employees receives knowledge and awareness training on risk mitigation and management and controls and procedures relating to information security, cybersecurity and data privacy on a regular basis. Our cybersecurity team participates in an annual risk-based audit program, and we also undergo more than 70 external, internal and client audits annually, in part to enable our compliance with the ISO27001, PCI DSS 3.2, HITRUST and SOX 404 standards, among others. We carry out test runs of audits and simulated attacks regularly.

        EXL focuses on implementing and maintaining cybersecurity capabilities to identify, protect, detect, respond and recover from cyber threats, incidents and attacks; reduce vulnerabilities and minimize the impact of cyber incidents. We emphasize compliance and institutional governance built upon and supported by policies and processes, tools and technologies, and knowledge and awareness training. EXL takes into account guidance from relevant regulatory and governance bodies, including, among others, the Cyber Security Framework of the National Institute of Standards and Technology and local supervisory authorities in the US, UK and Europe. We are also focusing on recent and proposed regulations in India and recent regulations in South Africa. For more details on our cybersecurity program, see “Sustainability – Cybersecurity at EXL” on page 54.

        Environmental, social and governance (“ESG”) risk management

        Our board reviews and receives regular reports on ESG and sustainability risks, including those relating to employee safety, environmental-related efforts, human capital management matters, and corporate governance trends and best practices.

        Each of directors has adopted a Code of Conductour board Committees is involved in oversight over ESG-related risks as relate to matters within their purview. The Nominating and Ethics thatGovernance Committee is applicableresponsible for overseeing ESG matters generally, including as relates to our directors, officerspolices and employeesgoals and which outlines the high ethical standards that we supporttargets and details how our directors, officersmetrics. The Compensation Committee deals with human capital management matters relating to talent and employees should conduct themselves when dealing with fellow employees, clients, suppliers, competitorsleadership engagement, development and training, employee compensation and benefits, and diversity, equity and inclusion, among others, and the general public. Our CodeAudit Committee oversees risks relating to ESG-related disclosure, processes and controls. The full board is regularly briefed on the matters overseen by each Committee.

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        LOGO

        Corporate governance

        In 2021, we established a new management-level ESG steering committee, which is responsible for setting our sustainability/ESG strategy and risk management, keeping our management and board up-to-date on ESG-related developments, overseeing our internal and external disclosure on ESG matters, and providing implementation support across our Company. The ESG steering committee works in close coordination with the board, and provides the board with advice and assistance in its oversight of ConductESG risks and Ethics is reviewed annually by the Audit Committee. A copy ofother matters. For more details on our Code of ConductESG and Ethics can be foundsustainability-related efforts, see “Sustainability” on page 45.

        Stockholder engagement

        In late 2021, we continued to expand our formal governance-focused stockholder outreach program by offering to meet with stockholders representing approximately 80% of shares outstanding for discussions focusing on governance topics, and engaged with all stockholders that accepted our invitation, representing over 43% of shares outstanding, nearly doubling the percentage of investors engaged by shares outstanding compared to 2020. EXL was represented by our management, members of our legal and investor relationships teams, and board members at these meetings. Two of our independent directors, Ms. Studenmund and Mr. Sahney, each attended certain meetings with stockholders, collectively representing more than 22% of shares outstanding.

        LOGO

        Topics discussed included:

        Board composition and structure

        Executive compensation

        Risk oversight

        Human capital management and company culture

        Diversity, equity and inclusion efforts

        Environmental, social and governance efforts

        EXL also regularly interacts and shares information with our stockholders through our quarterly earnings calls, investor meetings, SEC filings and publications on our website, at www.exlservice.com.among others.

        Our board of directors has also adopted a set of Corporate Governance Guidelines to assistThe feedback received from our stockholders is shared with and reviewed by our board, of directors in the exercise of its responsibilities. The Corporate Governance Guidelines reflect the commitment ofwhich is used to inform and focus our board of directorsdecisions relating to monitor the effectiveness of policyour governance and decision-making, both at the board and senior management levels,sustainability practices and to enhance stockholder value over the long term. A copy ofimprove our Corporate Governance Guidelines can be found on our website at www.exlservice.com.disclosure.

        EXL 2022 Proxy Statement    

        Communications with the Board/

        		    43

        Corporate governance

        Communications with the board

        Stockholders interested in contacting our board of directors, our Chairman or any individual director are invited to do so by writing to:

            Board of Directors of ExlService Holdings, Inc.

            c/o Corporate Secretary

            ExlService Holdings, Inc.

            320 Park Avenue, 29th Floor

            New York, New York 10022

        All other stockholder communications addressed to our board of directors will be referred to our Chairman and tracked by our Corporate Secretary. Stockholder communications specifically addressed to a particular director will be referred to that director.

        Complaints and concerns relating to our accounting, internal accounting controls or auditing matters should be communicated to our Audit Committee, which consists solely of non-employee directors. Any such communication may be anonymous and may be reported to our Audit Committee through our General Counsel by writing to:

            Audit Committee of the Board of Directors

            ExlService Holdings, Inc.

            320 Park Avenue, 29th Floor

            New York, New York 10022

            Attn: General Counsel

        All such concerns will be reviewed under Audit Committee direction and oversight by our General Counsel, our Head of Internal Audit or such other persons as our Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of our Audit Committee. We prepare periodic summary reports of all such communications for our Audit Committee.

        Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership on Forms 3, 4 and 5 with the SEC. Officers and directors are required to furnish us with copies of all Forms 3, 4 and 5 they file. Based solely on a review of the reports furnished to us, or written


        Table of Contents

        representations from reporting persons that all reportable transaction were reported, the Company's officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a) with respect to transactions during fiscal year 2018, except for the following Form 4s that were filed subsequent to the due date on account of administrative error: one report (one transaction) for each of Messrs. Staglin, Kapoor, Bagai, Bhalla, Chhibbar, Miglani and Srivatsan and one report (one transaction) for each of Mr. Rembert de Villa and Ms. Nancy Saltzman, each a former officer of the Company.


        Table of Contents

        OUR EXECUTIVE OFFICERS
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        LOGO

        Sustainability

        Sustainability

        In line with our mission of looking deeper to find a better way for our clients, at EXL we are committed to doing our part as a global citizen to build a better future for us all by operating in a responsible and sustainable manner. We believe that by integrating sustainable practices into our business model, working toward positive social change, and providing transparent reporting on those practices and our progress, we will best able to deliver long-term value to our stockholders while promoting and developing our business, people, communities and the world around us. We refer to these activities as “sustainability” and “environmental, social and governance” or “ESG” throughout this Proxy Statement.

        Recent activities

        In 2021 and continuing into 2022, we have taken a number of steps to continue improving our sustainability program. These recent activities include:

          Name
        		Position
        		Biographical Information
        		 
        ​            ​ ​

        		​ 1

        		​

        		​ ​​            ​

        Forming a cross-functional management level ESG (Environmental, Social and Governance) steering committee that is responsible for setting our sustainability/ESG strategy and risk management, keeping our management and board up-to-date on ESG-related developments, overseeing our internal and external disclosure on ESG matters, and providing implementation support across our Company.

        		2

        Increasing our ESG engagement, including by:

        •  Becoming a participant in the United Nations Global Compact, a voluntary initiative of more than 13,000 companies whose CEOs have committed to implementing universal sustainability principles and to take steps toward meeting the United Nations Sustainable Development Goals.

        •  Becoming a member of The Conference Board and joining its ESG Center.

        		3

        Demonstrating our commitment to providing transparency and meaningful disclosure on ESG-related information, including through:

        •  Publishing on our website a Sustainability landing page, which highlights all of our relevant sustainability-related policies, reports, certifications and awards, targets and activities, and is updated on a regular basis, available at www.exlservice.com/about/sustainability.

        •  Publishing our second Annual Sustainability Report developed in accordance with the Global Reporting Initiative (GRI) Standards: Core Option and aligned to the Sustainability Accounting Standards Board (SASB) Software and IT Services Standard (2018), available on the Sustainability page of our website.

        •  Publishing a comprehensive Human Capital Report, including detailed disclosure on our recruitment, training, retention and promotion, diversity, equity and inclusion efforts and community engagement and giving efforts.

        		4

        Launching a new community engagement focus in 2022 that aims to bring science and technology skills, with a particular emphasis on coding, to women and girls in the communities in which we operate in partnership with various non-profit organizations, in addition to our existing education and skill building initiatives.

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        Sustainability

        Community Engagement

        EXL is focused on assisting the members of the communities in which we live and work to develop market-relevant skills. We provide programming on skills development for adults and children within our communities:

        Skills to Win Initiative

        Education as a Foundation Initiative

        This initiative focuses on equipping people in our communities with the skills that the market demands. We provide training on employability skills for back-office roles, finance and accounting, and data and analytics and digital capabilities, all coupled with life and workplace skills. In 2021, we moved to a virtual format, and by virtue of our new online delivery, were able to scale the Skills to Win Initiative to have an even broader reach. Skills to Win is opening new doors for employment and earnings for participants in the United States, the Philippines, India, United Kingdom and South Africa. Over the past five years, we have continued to evolve this initiative to reflect new and emerging skills and strengthen the portfolio of courses offered.

        This initiative provides school-aged children with a foundation in data and analytics skills, as well as extracurricular activities such as art, music, fitness, and languages, all of which will enable them to position themselves as future leaders. In 2021, we adapted our Education as a Foundation Initiative’s programming to account for new challenges arising from the COVID-19 pandemic. In particular, we transitioned to a blend of online and offline learning platforms, expanded the role of our students’ parents as co-educators, and added a new focus in our content on the physical and mental wellbeing of our students and their families. Like our Skills to Win Initiative, in 2021, we were able to scale this program to reach even more students than we had in the in-person only format.

        In 2021, we brought this program to nearly 1,100 people in our communities across the globe.

        In 2021, we brought this program to more than 2,700 students worldwide.

        Our employees are an integral part of our community strategy, sharing their skills and experience working on advanced digital technologies through volunteering. We also support our employees’ charitable efforts by enabling payroll giving with company matching and recognizing social impact through individual, geography and business unit awards. Our shift to virtual volunteering in response to COVID-19 has made volunteering even easier for our employees, and has enabled us to reach more people through our programming.

        As in all aspects of our business, the COVID-19 pandemic had an immediate impact on our approach to community engagement. As we learned more about how COVID-19 was impacting our communities, we reassessed the needs and recalibrated our programs to meet them. For example, in 2020 and 2021, we temporarily routed a portion of our community engagement funding toward COVID-19-related relief efforts, including working with partner organizations to provide access to food and supporting frontline healthcare workers and vulnerable members of society. This initiative reached approximately 131,000 beneficiaries in India in 2021.

        Looking forward to 2022, we have added a new area of focus to our Skills to Win Initiative, which is focused on bringing STEM skills- and in particular, coding skills – to women and non-binary people in our communities. As of the date hereof, we have partnered with GirlCode in South Africa, Code First Girls in the United Kingdom, and Women Who Code in the United States.

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        LOGO

        Sustainability

        Protecting our planet

        At EXL, we prioritize environmental stewardship and endeavor to minimize the environmental impact of our operations. We focus on conserving energy, minimizing waste, reducing water and one-time plastics use and developing efficient infrastructure and operations, all in order to reduce our environmental footprint across our global operations.

        We provide information relating to greenhouse gas emissions and climate impact in our Sustainability Report. We have participated in the CDP’s Climate Change disclosure program since 2018 and are working to reduce our emissions.

        Given that our energy consumption is primarily from our office facilities, we have taken measures to improve energy efficiency including, for example, an enterprise-level retrofit program to transform existing delivery centers into highly efficient buildings with smart automation, using technology such as modular power supplies to conserve energy and optimizing our use of real estate in light of the shift to working from home. Additionally, we have adopted a hybrid in-person and remote work operating model, which will help us to reduce greenhouse gas emissions by decreasing commuting- related travel.

        For more information on efforts toward protecting our planet, please refer to our Sustainability Report, available on our website at www.exlservice.com/about/sustainability. We expect to report our 2021 progress in our 2021 Annual Sustainability Report to be published during 2022.

        Human rights and sustainable supply chain

        Human rights

        Our Human Rights Policy details our commitment to human rights and our zero tolerance policy with respect to workplace harassment and discrimination and preventing forced labor and trafficking and other abuses.

        Sustainable supply chain

        In order to ensure that our suppliers’ business conduct aligns with our expectations, we conduct background investigations of new suppliers to collect information on their policies and performance relating to economic and environmental matters, and human rights, data privacy, product safety and working conditions. In 2021 we began the process of rolling out Supplier Standards of Conduct to suppliers, which sets out

        		LOGO

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        Sustainability

        commitments relating to creating a more sustainable and responsible world through addressing human rights, labor rights and environmental issues, and ask suppliers to attest to their compliance. We maintain the right to review our suppliers’ practices in the future.

        We seek to procure our materials from local suppliers, to the extent feasible.

        Our supplier diversity programs encourage the engagement of supplier of diverse backgrounds, including, without limitation, suppliers owned by people belonging to minority groups, women, the gay, lesbian, bisexual and transgender community, and veterans, specially-abled people, and small business enterprises.

        Supporting and developing our people

        Our people are our primary assets. The world we work and live in is full of diversity and powered by innovation. We believe success in such a world will come through an environment that embraces diversity of thought. In line with our core values, one of our principal priorities is promoting the talent of our employees while creating an inclusive work environment to permit us to leverage our employees’ diversity and to deliver exceptional results for our clients. We have an active employee relations function to ensure that we regularly communicate with and understand our employees, and are able to swiftly respond to specific needs and concerns as they arise. We periodically conduct employee surveys to monitor our employee satisfaction and engagement.

        Headquartered in New York, as of March 31, 2022, we are made up of over 39,000 professionals, with more than 50 offices spanning six continents.

        EXL locations

        LOGO

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        Sustainability

        Diversity, equity and inclusion

        Diversity, equity and inclusion (“DEI”) is a focus at EXL, as we believe that our employees’ diversity of thought and experience are key to our ability to innovate on a global scale, in line with our long-term corporate strategy. Our DEI program is led by our Chief Human Resources Officer, together with our Diversity and Inclusion Council, and is ultimately overseen by our board. Our Diversity and Inclusion Council consists of a global, diverse mix of leaders, provides inputs to the design of our diversity and inclusion program to bring in diverse perspectives, collaborates with external partners for customization inputs, conducts periodic reviews of the progress of our program and provides execution leadership for specific diversity initiatives.

        41%*18%*25%*45%*65%*
        RohitGender Diversity
        Kapoor
        (age 54)Company-wide        		  Gender Diversity
        Company-wide Vice Chairman
        President and CEOUp        		 See section entitled "Our Board

        Gender Diversity
        Senior Management***

        		Racial and Ethnic Diversity**
        U.S. Reporting Employees        		Racial and
        Ethnic Diversity**
        Senior Management

        *As of December 31, 2021.

        **Any group other than White, Non-Hispanic

        ***Executive Committee and Operating Committee

        Our DEI program is designed around three pillars: capability development, communication and recruitment. Key features of our DEI program are as follows:

        LOGO

        We seek to improve diversity and inclusion through offering a blend of Directors" above.in-person workshops, virtual sessions, and e-learning programs.

        LOGO

        We are committed to hiring a diverse workforce and to improving diversity in our senior leadership, and include diversity equity, and inclusion among the guiding principles in our talent acquisition, training and retention practices.

        We expect drive greater diversity within our workforce through a combination of promotion within our organization and external hiring, accounting for any attrition of existing employees.

        LOGO

        Pay equity is an important tenet of our long-term strategy. We completed a pay equity study in 2021 through a third party consultant to review pay variations among our employees, and identify whether any gaps exist that are attributable to factors that are contrary to our mission of Company-wide pay equity, including gender or racial/ethnic group. Our assessments did not reveal any systematic pay inequity.

        LOGO

        We have several Company-wide initiatives aimed at promoting diversity, equity and inclusion and leadership opportunities for our diverse employees, including several initiatives that are focused specifically on supporting and developing women at EXL:

        •Managing Unconscious Bias Training, Company-wide, mandatory training for all employees to bring awareness to and address unconscious bias in the workplace to create a more inclusive workplace

        •Executive Women VP Development Program, a nine-month leadership development program offered to all of our women vice presidents in 2021 that includes virtual courses and workshops on executive leadership offered through Cornell University’s eCornell platform, coaching and mentoring for strategic leadership capability development and leadership conversations between participants and our executive and operating committee members on DEI issues

        •Employee Resource Groups, focus groups of select employee-communities aimed at supporting diverse groups and interests within the Company

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        Sustainability

        •   Diversity and Inclusion Springboard – Make your Mark, a six-month certification program for women at the mid- to senior-level for personal and professional advancement

        •   “Super Mom,” a program to improve retention and engagement of new mothers through employee-friendly parental leave policies, flexible / reduced working hours for pre- and post-maternity, reorientation after long leave, extended leave, nursing stations and employee care, among others

        •   WE (Women at EXL), a platform with initiatives such as Employee Resource Groups, a mentoring program (WE NURTURE), inner circles, women back to work, web chat series and face-to-face talks

        •   In 2021 we expanded our U.S. paid parental leave benefit

        Talent recruitment, development and retention

           
        ​

        Talent-first

        mindset

        		​  ​

        Integrated talent

        management

        framework

        		​  ​

        Active role for senior

        leadership

        		​  ​ ​ ​

        Continuous employee

        development

        ​We view talent as a differentiator for our Company’s competitive advantage and, under the leadership of our board of directors and senior executives, are committed to a talent-first mindset.We maintain an integrated talent management framework, employing active collaboration between our recruitment, capability development and human resource functions.Our senior leadership team and board of directors play a critical role in defining our talent priorities to align with our strategic vision for each of our business units, as well as with our clients’ priorities.We focus continuously developing our employees through our rigorous promotion standards, client and industry-specific training and competitive compensation packages that include incentive- based compensation.

        We consider EXL to be a “learning” company, and promote a strong self-learning culture. We have institutionalized a comprehensive set of practices, processes and programs to create an active learning culture and to proactively build market-relevant talent within our Company in four stages:

        Prejoining: Assessments, development on online learning platforms

        Onboarding: Company orientation, trainings and informal team meetings

        Job readiness: Education on client processes, tools and technologies, communication effectiveness and cultural sensitivity

        Ongoing development: Continued formal learning activities, on the job, supervisor feedback and coaching, regular talent reviews and talent inventory succession, leadership training to identify and develop new leaders

        Our capability development framework is focused on developing our employees’ digital and domain expertise and leadership as a means to develop our talent internally. We do this through our learning academies, and through partnerships with industry organizations, institutes, business schools and consulting firms. In 2021, we continued to use our capability ecosystem that permits our employees to engage in self-directed learning by participating in collaborative trainings that are personalized to their interests and positions and are delivered virtually from any location, at any time.

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        LOGO

        Sustainability

        Academies

        LOGO

        2021 Training

        31,400+ employees completed one or more trainings in digital, domain, functional and/or leadership capabilities

        27,200+ employees trained in digital methodologies and domain capabilities

        570,800+ learninghours invested by our employees on their professional development

        15.1 hours average time per employeespent on reskilling for critical digital, domain, functional and leadership capabilities

        219,350+ courses and certifications completed by our employees

        1,000+ managers trained and certified in “Leading in a virtual environment”

        1,100+ employees participated in the “Be the Leader who matters” leadership program

        1,400+ managers participated in a leadership course titled “Why should anyone be led by you”

        17.2 training hours completed by 80% of our employees on the digital ecosystem

        3,200+ specializations in cloud, analytics, artificial intelligence solution architecture, product & data management, and other digital technologies/methodologies.

        100+ Vice Presidents completed an artificial intelligence masterclass learning series

        6,200+ employees trained in domain capabilities across industry verticals

        1,581 analysts trained in using analytics tools and technologies (data visualization, artificial intelligence, data science)

        2,481 employees trained in agile and design thinking

        Some of our employees, including some of our managers, have participated in other trainings (including one titled “Leading high-performance teams”) and received certifications such as the CX transformation professional certification.

        Employee engagement and communication

        We consider communication and engagement with our more than 39,000 employees distributed throughout more than 50 offices worldwide to be important to our ability to promote our ONE EXL culture that prioritizes inclusivity and collaboration. This was especially true in 2021, when 93% of our employees worked remotely. We continued to rely on, and improve, our digital communication and collaboration platforms and multi-channel approach to keeping our employees informed that we built out in 2020

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        Sustainability

        in response to COVID-19, including virtual town halls on leadership and employee-wide levels and using EXL Social, our app-based employee-exclusive communications platform to provide comprehensive information and updates on status, actions and key decisions.

        We also conducted confidential digital employee engagement surveys in 2021, with more than 90% participation among our employees. These surveys included questions relating to remote work productivity and support, manager support, career growth and overall employee satisfaction and engagement. The results of these surveys were shared with management by business unit and geography.

        Benefits

        LOGO

        Enhanced leave for employees impacted by COVID-19 and for employees receiving COVID-19 vaccines

        LOGO

        Paid leave for new parents

        LOGO

        Excused days of absence

        LOGO

        Generous vacation policy

        LOGO

        Paid holidays

        LOGO

        Employee assistance program providing confidential counseling services

        Our employees also participate in our success:

        LOGO

        Annual bonuses or incentives: 100% of our employees are eligible to receive

        LOGO

        401K plans with Company match: 100% of our U.S. employees are eligible to enroll within three months of their employment at EXL

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        Sustainability

        Employee health, safety and wellbeing

        Because our people are so important to us, we have always viewed employee health, safety and wellbeing as one of our top commitments. We periodically provide trainings on health and safety to our employees, suppliers and partners. In 2021, 90% of our employees completed our health and safety training e-module. We also conduct a risk assessment every six months with the aim of minimizing risk in the working environment.

        Over the past two years, given COVID-19, our commitment to employee health, safety and wellbeing has become even more important. In 2021, we took actions that focused on supporting our employees’ health, safety and wellness, including:

        LOGO

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        Sustainability

        LOGO

        Cybersecurity at EXL

        We are committed to protecting the confidentiality, integrity, availability and privacy of the information assets of our clients and their customers, as well as our employees, vendors and any other third parties, that are shared with us and for which we are responsible and have developed robust information security and cybersecurity and data privacy controls, safeguards and enabling measures in accordance with applicable laws, regulations and information security standards.

        We have implemented and maintain, and regularly improve upon, tools and capabilities to identify, protect, detect, respond and recover from cyber threats, incidents and attacks; reduce vulnerabilities; and minimize the impact from cyber incidents. We have an established culture of compliance around cybersecurity matters, and have a strong governance program built upon and supported by policies and processes, tools and technologies, and periodic knowledge and awareness training. Each of our employees receives periodic knowledge and awareness training on risk mitigation and management and controls and procedures relating to information security, cybersecurity and data privacy.

        We comply with and/or are certified in the following standards:

        ISO 27001:2013

        Global Information

        Security Standard –

        Company-wide

        PCI DSS 3.2.1 Credit

        Card and Payment

        Industry Certification

        – India, Philippines

        and South Africa

        operations

        SOX 404 / SSAE 16,

        SOC 1 and SOC 2 –

        Company-wide

        Hitrust Certification –

        healthcare operations

        ISO22301 Business

        Resiliency

        Certification – India,

        Philippines and South

        Africa operations

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        Sustainability

        For more information on our cybersecurity risk management, please see “Cybersecurity risk management” on page 42. For more information on our information security and data privacy procedures, please refer to our Sustainability Report, which is available on our website at www.exlservice.com/corporate-sustainability.

        Responsible artificial intelligence

        We seek to ensuring that our use of artificial intelligence (including in machine learning processes and deep learning processes) in our business and operations is ethical and trustworthy. We emphasize data integrity as key to eliminate bias in the application of AI. In 2021, we created a new global AI Governance Policy and framework, and a new cross-functional AI Governance Committee that oversees and governs our use of AI, with the overall aim of vetting and minimizing potential unethical or unlawful biases in AI processes. Pursuant to our AI Governance Policy, for each deployment of AI deployments, our business teams are guided by our AI bias policies and, in many cases, include a risk assessment exercise. Applicable employees also participate in trainings to identify and reduce bias in AI.

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        Sustainability

        Achievements, certifications and awards

        Health and safety management system, and 72% of our delivery centers as of December 31, 2021, are certified to ISO45001:2018, meeting international standards for occupational health and safety

        All of our delivery centers worldwide outside of the United States are ISO 14001:2015 certified, meeting international standards for
        effective environmental management systems.

        Reporting pursuant to SASB Software
        and IT Services Standards (2018), GRI
        Standards, 2016 and the
        United Nations Sustainable
        Development Goals

        Participant
        United Nations Global Compact

        Participant in the CDP’s Climate Change disclosure program with respect to GHG emissions and climate change data

        LOGO

        LOGO

        LOGO

        Safety Excellence Award

        for Women’s Safety 2021

        Industry Sector Safety

             Award (IT/ITES) 2020     

        Safest Workplace

        Award 2021

        International Institute of Safety & Security Management (IISM) Global Conclave

        International Institute of Safety & Security

        Management (IISM) Global Conclave

        World Safety Forum

        LOGO

        LOGO

        LOGO

        EHS Award 2021

        		COVID-19 Assurance2022 Most Trusted

        Statement

        		Companies

        World Safety Forum

        British Safety Council

        Newsweek

        Environmental, social and governance matters and pay-for-performance at EXL

        A portion of our CEO’s total compensation is tied to the achievement of specific performance goals relating to ESG matters. For more information, see “Detailed review of compensation components – Incentive bonus – Determination of individual performance measure achievement” on page 75.

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        Sustainability

        Sustainability oversight

        For more information on our oversight of sustainability and ESG-related matters and risks, see “Environmental, social and governance risk management” on page 42.

        Learn more about sustainability and environmental, social and governance matters at EXL

        Please visit www.exlservice.com/about/sustainability to learn more about our efforts toward sustainability and the impacts we are making on our communities and the environment. Information on our website referred to in this Proxy Statement does not constitute a part of this Proxy Statement.

        EXL 2022 Proxy Statement    

        /

        		    57

        Our executive officers

        Our executive officers

        LOGO

        Rohit Kapoor (age 57)    |Vice Chairman and CEO

        See section entitled “Our board of directors” above.

        LOGO

        Ajay Ayyappan
        (age 41)         (age 44)    |


        		Senior Vice President, General Counsel and Corporate Secretary

        Mr. Ayyappan has served as our Senior Vice President, General Counsel and Corporate Secretary since December 2018 and our Vice President, Acting General Counsel and Corporate Secretary since August 2018. He previously served as Vice President, Deputy General Counsel and Assistant Secretary from April 2014 to August 2018 and Vice President and Assistant General Counsel from March 2007 to March 2014. Prior to joining us, Mr. Ayyappan was a corporate associate at the law firm of Morgan, Lewis & Bockius LLP.

        LOGO

        		 ​
        ​ ​​​​ ​​ ​​
        Pavan
        Bagai
        (age 57)        		President and Chief Operating OfficerMr. Bagai has served as our President and Chief Operating Officer since April 2012, as our Chief Operating Officer from May 2008 to March 2012 and as Vice President, Head of Outsourcing Services of EXL India from June 2006 until April 2008. He previously served as Vice President, Research and Analytics of EXL India from December 2004 to May 2006, as Vice President, Operations of EXL India from November 2003 to November 2004 and as Vice President, Strategic Businesses of EXL India from July 2002 to November 2003. Prior to joining us, Mr. Bagai served in various capacities in several business areas across markets in Europe and Asia, including India, at Bank of America beginning in 1985.
        ​ ​ ​ ​ ​ ​ ​ ​ ​
        ​  

        Vikas
        Bhalla
        (age 47)         (age 50)    |



        		Executive Vice President and Business Head, of Insurance

        Mr. Bhalla has served as our Executive Vice President and Business Head, of Insurance since January 2014 and as our Head of Outsourcing since November 2009. He previously served as Vice President, Operations of EXL India from June 2006 to October 2009 and as Vice President, Migrations, Quality and Process Excellence of EXL India from April 2002 to June 2006 and as Director, Quality Initiatives of EXL India from May 2001 to March 2002. From May 1998 to May 2001, Mr. Bhalla served in various capacities at General Electric, including as the Quality Leader and E-Business Leader for GE Plastics India. Mr. Bhalla is based in Delhi, India.

        LOGO

        		 ​
        ​ ​​​​ ​​ ​​

        Vivek Jetley (age 47)    |Vishal
        Chhibbar
        (age 51)

        		Executive Vice President and CFOBusiness Head, Analytics

        Mr. ChhibbarJetley has served as our Executive Vice President and CFOBusiness Head, Analytics since April 2012January 2020. He previously served in various leadership roles with us, including heading enterprise strategy and as our CFOsetting up a strategic deal team. Mr. Jetley has been with EXL since June 2009. He has over 25 years of professional experience in finance.2006. Prior to joining us, Mr. ChhibbarJetley was with GE Capital in various leadership roles. Since 2005, a Partner at Inductis.

        LOGO

        Narasimha Kini (age 53)    |Executive Vice President and Business Head, Emerging Business

        Mr. ChhibbarKini has served as the Regionalour Executive Vice President and Business Head, Group Financial Planning for StrategyEmerging Business since October 2021. He previously served in several leadership roles with us, including in our strategic initiatives and Treasury for GE Capital, Australiafinance and New Zealand. In 2004 and 2005,accounting services. Mr. ChhibbarKini has been with EXL since 2001. Prior to joining us, Mr. Kini was Chief Financial Officer for GE Capital, South Korea. From 1998 to 2004, Mr. Chhibbar was the Chief Financial Officer for GE Capital, Indonesia and Malaysia. Mr. Chhibbar is a Chartered Accountant and an Associate Member of CPA, Australia.Finance Leader at Willis Faber.

        58    

        /

        		     
        ​ ​ ​ ​ ​ ​ ​ ​ ​
        ​  EXL 2022 Proxy Statement 

        LOGO

        Our executive officers

        LOGO

        Samuel
        Meckey
        Anita Mahon         (age 48)53)    |



        		Executive Vice President and Chief Growth Officer

        Ms. Mahon has served as our Executive Vice President and Chief Growth Officer since March 2020. Prior to joining us, Ms. Mahon served as Vice President, Data, Strategy & Portfolio Officer at IBM Watson Health, a business unit focused on developing cognitive and data-driven technologies to advance health. Ms. Mahon joined IBM in 2016 through its acquisition of Truven Health Analytics, a healthcare information and analytics business, where she served as Chief Strategy Officer. Prior to Truven, she held other leadership roles that placed her at the intersection of strategy, technology and analytics.

        LOGO

        		 

        Samuel Meckey (age 51)    |Executive Vice President and Business Head, Healthcare

        Mr. Meckey has served as an Executive Vice President since November 2018.2018 and as Business Head, Healthcare beginning in 2019. Prior to joining us, Mr. Meckey served as President of UnitedHealth Group'sGroup’s Optum Global Solutions and before that has held various executive roles at UnitedHealth Group, where he was employed from May 2004 to June 2018. Prior to joining UnitedHealth Group, Mr. Meckey was an officer and naval aviator in the United States Navy from May 1992 to August 2002.

        		​

        ​ ​​​​ ​​ ​​

        Table of Contents

        ​​​ ​​ ​​ ​​

        LOGO

        		 Name
        		Position
        		Biographical Information
        ​ ​ ​ ​ ​ ​ ​​ ​

        Nalin Miglani
        (age 58)         (age 61)    |

        		Executive Vice President and Chief Human Resource Officer

        Mr. Miglani has served as our Executive Vice President, Chief Human Resource Officer since December 2014. Mr. Miglani is responsible for the global human resources function at the Company. Prior to joining the Company, he was the Chief HR and Corporate Development Officer for Nutreco, based in Amsterdam, Netherlands, from March 2013 to November 2014. Mr. Miglani also served as the Chief HR and Communications Officer for Tata Global Beverages Company, London, UK, from June 2008 to February 2013. In addition, Mr. Miglani held various global and regional HR leadership roles around the world during his career at The Coca-Cola Company and British American Tobacco.

        LOGO

        		 
        ​ ​ ​ ​ ​ ​ ​ ​ ​
        ​  

        Maurizio Nicolelli (age 53)    |Nagaraja Srivatsan
        (age 52)


        		Executive Vice President and Chief GrowthFinancial Officer

        Mr. Srivatsan joined the CompanyNicolelli has served as our Executive Vice President and Chief GrowthFinancial Officer in December 2016.since February 2020. Prior to joining the Company, Mr. Srivatsan is responsible for overseeing our sales and marketing, consulting, and strategy functions. Previously, he worked at Cognizant Technology Services beginning in 2002, where heNicolelli served as Senior Vice President and Venture Partner, working with emerging businesses and venturesChief Financial Officer of Casa Systems beginning in the healthcare and life science industry. Mr. Srivatsan2019. He previously served 23 years at FactSet Research Systems, where he was Senior Vice President, of Client Solutions at Silverline TechnologiesPrincipal and Chief Financial Officer from 20012009 to 2002, Chief technology Officer and 2018.

        LOGO

        Ankor Rai (age 46)    |Executive Vice President and Chief Digital Officer

        Mr. Rai has served as our Executive Vice President and Chief Digital Officer since October 2021. He previously served in several leadership roles with us, including as the global co-head of Global Deliveryour Analytics business. Mr. Rai has been with EXL since 2006. Prior to joining us, Mr. Rai was a Partner at SeraNova from 1998 to 2001, and a Director at SEI Information Technology from 1992 to 1998.Inductis.

         ​
        ​EXL 2022 Proxy Statement    ​​

        /

        		​​     59​​ ​​


        Executive compensation

        Executive compensation

        Compensation Discussion and Analysis

        Table of Contents

        Named executive officers

        		EXECUTIVE COMPENSATION62

        Executive summary

        		62

        Select 2021 financial and business highlights

        		62

        Total stockholder return

        		63

        Awards and industry recognition

        		63

        Clients and operations

        		63

        Summary of key compensation considerations & decisions in 2021

        		64

        Pay-for-performance

        		64

        Executive compensation program, practices and policies

        		66

        Overview of compensation policies and philosophies

        		68

        Compensation process: roles and responsibilities

        		69

        Components of executive compensation for 2021

        		71

        Detailed review of compensation components

        		72

        Base salary

        		72

        Incentive bonus

        		72

        Long-term equity incentives

        		76

        Fiscal year 2021 awards

        		77

        Payout of awards granted in prior fiscal years

        		79

        Benefits and perquisites

        		80

        Risk and compensation policies

        		80

        Severance and change-in-control benefits

        		80

        Deductibility cap on executive compensation

        		81

        Compensation Committee Report

        		82

        Summary compensation table for fiscal year 2021

        		83

        Grants of plan-based awards table for fiscal year 2021

        		85

        Employment agreements

        		86

        Rohit Kapoor

        		86

        Maurizio Nicolelli

        		87

        Vikas Bhalla

        		87

        Samuel Meckey

        		87

        60    

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        		    EXL 2022 Proxy Statement

        LOGO

        Executive compensation

        Outstanding equity awards at fiscal 2021 year-end

        		89

        Option exercises and stock vested during fiscal year 2021

        		90

        Pension benefits for fiscal year 2021

        		90

        Potential payments upon termination or change in control at fiscal 2021 year-end

        		91

        Indicative payouts for Rohit Kapoor

        		94

        Indicative payouts for Maurizio Nicolelli

        		96

        Indicative payouts for Vikas Bhalla

        		96

        Indicative payouts for Vivek Jetley

        		97

        Indicative payouts for Samuel Meckey

        		98

        Certain defined terms

        		98

        CEO pay ratio

        		100

        Director compensation for fiscal year 2021

        		102

        EXL 2022 Proxy Statement    

        Compensation Discussion and Analysis/

        		    61

        Executive compensation

        Named Executive Officers

        As determined in accordance with SEC rules, our "namednamed executive officers"officers (“NEOs”) for 20182021 are:

          >

          LOGO

          Rohit Kapoor, our Vice Chairman and CEO

          LOGO

          Maurizio Nicolelli, our Executive Vice President and CFO

          LOGO

          Vikas Bhalla, our Executive Vice President and Business Head, Insurance

          LOGO

          Vivek Jetley, our Executive Vice President and Business Head, Analytics

          LOGO

          Samuel Meckey, our Executive Vice President and Business Head, Healthcare

          Executive summary

          Select 2021 financial and CEO;

          >
          Vishal Chhibbar, our Executive Vice President and CFO;

          >
          Pavan Bagai, our President and Chief Operating Officer;

          >
          Nagaraja Srivatsan, our Executive Vice President and Chief Growth Officer; and

          >
          Nalin Miglani, our Executive Vice President and Chief Human Resources Officer.

        Executive Summarybusiness highlights

        2018 Financial Highlights

        We improved ourOur annual revenues increased 17.1% from $762.3$958.4 million in fiscal year 20172020 to $883.1 million$1.12 billion in fiscal year 2018 (an2021. Analytics revenue increased 27.0% and digital operations and solutions revenue increased 11.1%.

        Our operating income margin increased by 240 basis points from 11.5% in 2020 to 13.9%. Factors contributing to the increase were improved utilization of people and facilities and lower travel expenses, partially offset by higher sales and marketing expenses and employee costs, including bonuses.

        We improved our net income attributable to stockholders by 28.3% to $114.7 million.

        Diluted EPS increased from $2.59 to $3.35, an increase of over 15%), completed one acquisition and closed a strategic $150 million convertible notes investment from The Orogen Group. In addition, we increased29.3%.

        Added approximately 5,000 employees to our global footprint with the opening of threework force, mainly in our delivery centers, won 50 new clients, received numerous awards and industry recognitions and launchedcenters.

        We acquired Clairvoyant AI Inc., a global versiondata, AI, and cloud services firm.

        In 2021, the Company returned capital to stockholders by repurchasing $115.6 million of our analytics-driven subrogation platform Subrosource™ to derive additional recoveries, which has been deployed across Europe, UK, Europe and Asia.shares. The Company’s board of directors authorized a $300 million common stock repurchase program beginning January 1, 2022.

        62    

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        		    EXL 2022 Proxy Statement

        Our Compensation Committee paid bonuses as a result of our achievement of 97.7% of our revenue target and 88.2% of our adjusted profits before tax ("Adjusted PBT") target, and based on achievement of individual and other performance measures as described below.

        LOGO

        Executive compensation

        Total Stockholder Returnstockholder return

        The following graphs below compare our 1-year, 3-year and 5-year cumulative total stockholder return ("TSR"(“TSR”) as of December 31, 2021 with thatthe median TSR of the companies comprising Nasdaq, S&P 500600 and our peer group. As shown in the table, our 1-Year, 3-Year and 5-YearTSR outperformed all but one of our market benchmarks.

        1-Year TSR

        LOGO

        3-Year TSR

        LOGO

        5-Year TSR

        LOGO

        GRAPHIC

              (1)
              Cumulative growth rate as of December 31, 2018.

              (2)
              Peer group TSR data excludes Convergys Corporation, which was acquired in October 2018, and DST Systems, which was acquired in April 2018.

        Table of Contents

        Acquisitions, Finance and Equity Transactions

          >
          We completed the acquisition of SCIOinspire Holdings, Inc. ("SCIO"), a leading health analytics solution and services company that specializes in identifying opportunities and prescribing actions to drive operational performance and address the healthcare waste epidemic while improving care quality.

          >
          We entered into an investment agreement with Orogen Echo LLC, an affiliate of The Orogen Group LLC, relating to the issuance by the Company to Orogen Echo LLC of $150 million aggregate principal amount of 3.50% Convertible Senior Notes due October 1, 2024.

        Awards and Industry Recognitionindustry recognition

          >

          Our people are our primary assets, and they continue to be recognized across the industry.

          >

        As in prior years, we continued to receive numerous industry recognitions and awards, including the DSCI 2017 award for "Best Privacy Practices in the IT/ITeS/BPM industry, pointing to our commitment to innovation and excellence.including:

        –

        Recognized as a Leader in the Everest Group Advanced Analytics and Insights Services PEAK Matrix® and Healthcare Analytics Services PEAK Matrix®Assessments

        –

        Positioned in the Winners Circle in the HFS Research’s 2021 OneOffice™ Services Top 10 for Data and Decisions, with the top score for the Voice of the Customer

        –

        Positioned as a Leader in all three categories in the ISG Provider Lens for Insurance Services U.S. 2020: P&C Services, Life & Retirement Services and TPA Services

        –

        Recognized as a Leader in the Everest Group Property & Casualty Insurance BPS PEAK Matrix® and Life and Pensions Insurance BPS/TPA PEAK Matrix®Assessments

        –

        Named a Top Performer in the 2021 KLAS Risk Adjustment & Analytics Performance Report

        –

        Recognized as a Leader in all four categories in the ISG Provider Lens™ for Digital Finance and Accounting Outsourcing Services

        Clients and Operationsoperations

          >

          In 20182021, we won 5058 new clients comparedadding to the 4245 new clients we won in 2017.

          >
          We consolidated2020.

        In the past year, revenue from our London offices to supporttop 20 clients grew by 17.1%, with 15 of those clients contracting for our growing UKsolutions in both analytics and European businessdigital operations and opened new delivery centers in Chennai, India and in West Hartford, CT and Lee's Summit, MO.

        >
        We announced the global rollout of a digital Know Your Customer (KYC) solution in collaboration with HSBC that delivers faster turnaround times, more accurate due diligence and significant cost efficiencies.

        >
        We announced a partnership with TransUnion to create a seamless technology solution for lenders to comply with the new Current Expected Credit Loss Accounting rule.

        >
        We launched a global version of our analytics-driven subrogation platform Subrosource™ to derive additional recoveries, which has been deployed across Europe, UK, Europe and Asia.
        solutions.

        Summary of Key Compensation Considerations & Decisions in 2018

        The following highlights the Compensation Committee's key considerations and compensation decisions in 2018 and with respect to performance for 2018.

        ​ ​​EXL 2022 Proxy Statement    ​​

        /

            63               

        Executive compensation

        Summary of key compensation considerations & decisions in 2021

        The following highlights the Compensation Committee’s key considerations and compensation decisions in 2021 and with respect to performance for 2021 for our NEOs.

        Considerations and Decisions
        		​

          Items

        		 

        >Considerations and decisions

        Say on Pay Approval: 95%

        Over 99% of our stockholders approved, on a non-binding basis (excluding broker non-votes), of our compensation of our named executive officers.NEOs.

        		​

        >

        Base Salaries: We provided appropriate increases to base salaries in 2018 as described below (in 2017, we held base salaries constant).

        		 
          Base Salaries 

        Base salaries for our NEOs (excluding Mr. Nicolelli) were revised effective April 1, 2021, as described below.

        >

        Annual Bonuses:

        We based our annual bonuses on achievement of companyCompany goals (Adjusted PBTEPS, revenue, & revenue), business unit goals (total revenues & business operating income)AOPM) and personal performance goals. In 2021, we delivered 118.77% of our Adjusted EPS target, 103.83% of our revenue performance target, and 116.49% of our AOPM target, resulting in annual incentive payout calculations for our NEOs, ranging from 176% of target performance to 188% of target performance of the named executive officers.

          Equity Incentives

        		 ​

        This was the third and final performance year for the 2019 performance-based restricted stock units. We achieved 96.65% of the revenue target for the revenue-linked restricted stock units resulting in 66.52% of target funding of those grants. The Company’s TSR performance was at the 87.23 percentile amongst its peer group, resulting in the executives earning 200% of the 2019 relative TSR-linked restricted stock units pursuant to the terms of the original grant resulting in vesting of shares at 133.25% of target performance. No adjustments were made to the 2019 performance-based restricted stock units or the associated performance targets – or the outstanding 2020 and 2021 performance-based restricted stock units or associated performance targets.

        We also made additional equity grants to certain executive officers (other than our CEO) to further encourage long-term stock ownership and future executive retention.

        Pay-for-performance

        Our executive compensation philosophy is focused on pay-for-performance. In this regard, we link a significant portion of each NEO’s total compensation to the achievement of specified performance goals. This variable compensation is “at-risk” and rewards performance and contributions to both short- and long-term financial performance

                       

        >64    

        Equity Incentives: We continued to grant a mix of time-based and performance-based restricted stock units (revenue- & TSR-linked performance goals)./

        		     EXL 2022 Proxy Statement

        LOGO

        Executive compensation

        As illustrated by the following charts, the majority of compensation that may be earned by our named executive officers is tied to the achievement of financial performance metrics (annual performance bonuses and PRSUs) or fluctuates with the underlying value of our common stock (RSUs).

        ​ Vice Chairman & CEO​​ NEO compensation mix
        compensation mix​​(Excluding Vice Chairman & CEO)
        LOGOLOGO

        *Base salary also includes other compensation

        EXL 2022 Proxy Statement    

        /

        		    65              

        Table of ContentsExecutive compensation

        Key Corporate Governance Features

        Executive compensation program, practices and policies

        Our compensation programs, practices and policies are reviewed and re-evaluated periodicallyregularly and are subject to change from time to time.time in line with market best practices, including alignment of pay with performance. Our executive compensation philosophy is aligned with our core values, focused on pay for performancepay-for-performance and is designed to reflect appropriate governance practices aligned with the needs of our business. Listed below are some of the Company'sCompany’s more significant practices and policies that were in effect during fiscal 2018,year 2021, which were adopted to drive performance and to align our executives'executives’ interests with those of our stockholders.


        ​​​ ​​ ​​ ​​

        What We Dowe do

        ​  

        		 

        ✓  What we don’t do

        LOGO

        		 

        Align Our Executive Payour executive pay with Performance

        		Linkperformance: We link a significant portion of each NEO'sNEO’s total compensation to the achievement of specific performance goals, as described below.goals.

        Variable compensation is "at-risk"“at-risk” and rewards performance and contributions to both short- and long-term financial performance.

        		 ​

        LOGO

        		No option repricing: We prohibit option repricing without stockholder approval.
          

        ✓

        LOGO

        		 

        Use Appropriate Peer Groups When Establishing Compensation

        		Establishedappropriate peer groups when establishing compensation: We established a peer group to help us review market practices and design a competitive compensation program. The criteria for peer group selection include, similar market capitalization,annual revenues, similarity in business model and strategic focus, scope of operations, potential mobility of talent and industry alignment.

        Set

        We set compensation of our executive officers at levels that we believe are appropriate relative to the compensation paid to similarly situated officers of our peers, giving consideration to market and other factors.

        LOGO

        		No option backdating or discounting: We prohibit option backdating and discounting.
          
        ​  

        LOGO

        		 

        ✓

        		Ensure Equity Compensation Best PracticesDesignequity compensation best practices: We design equity incentives to encourage our executives to maintain a long-term view of stockholder value creation, to encourage retention &and to ensure a significant portion of the award is performance-based. Equity awards are granted on the basis of the executive’s prior year’s performance and are subject to time or performance-based vesting conditions. A significant portion of such awards only pay out according to the achievement of Company performance goals covering a 3-year period.

        Hold

        We hold dividends accrued under our equity awards, if any, until the recipient vests in the underlying shares or units.

        		 ​

        LOGO

        		No excessive overhang or dilution: We do not have excessive overhang or dilution from equity grants.

                       66    

        ✓/

        		 Maintain an Independent Compensation Committee    EXL 2022 Proxy Statement 

        LOGO

        Executive compensation

        LOGO

        Maintain an independent Compensation Committee and consultant:Compensation decisions for our NEOs are approved by a Compensation Committee composed of non-employee independent directors.

        Our Compensation Committee is advised by an independent consultant who reports directly to the Compensation Committee &and provides no other services to the Company or management.

        LOGO

        Limited perquisites: We provide our named executive officers with only limited perquisites and personal benefits that serve an important business purpose in addition to the regular benefits offered to all employees.

        We consider the perquisites and personal benefits that we offer to our executives in India to be customary benefits which allow us to remain competitive for top talent.

          
        ​  

        ✓

        LOGO

        		 Mitigate RisksMixrisks: The mix and design of our compensation programs serves to mitigate operational, financial, legal, regulatory, strategic &and reputational risks. ​

        LOGO

        No tax gross-ups:We do not provide “gross-ups” to any of our named executive officers, including gross-ups for any excise taxes imposed with respect to Section 280G (change-in-control payments) or Section 409A (nonqualified deferred compensation) of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the “Code”).

          

        ✓

        LOGO

        		 Maintain a Clawback PolicyMaintainclawback policy: We maintain a compensation recovery policy that allows the Company to recover compensation (including both cash and/or equity awards) previously paid to one or more officers in the event of a financial restatement caused by noncompliance with reporting requirements that impacts the applicable performance metric if, in the opinion of our Boardboard of directors or Compensation Committee, the identified executive'sexecutive’s misconduct was a material factor causing the restatement. 
        ​  

        LOGO

        		 

        ✓No hedging: We maintain a policy in which the following persons are prohibited from engaging in hedging transactions involving our shares and other securities: our directors and their secretaries and other assistants; our executive officers and their secretaries and other assistants; our employees in the accounting, finance and legal departments; the members and permanent invitees of our operating and executive committees; and all of our vice president level 2 and 3 officers (whom we refer to collectively as “Reporting Persons”). For this purpose, “hedging” refers to any strategy to offset or reduce the risk of price fluctuations in our shares or other securities or to protect, in whole or in part, against declines in the value of our shares or other securities. This prohibition thus applies to all transactions in derivative securities based on our stock such as other securities, including puts, calls, swaps and collar arrangements.

        LOGO

        		 

        Maintain a Robust Stock Ownership Policy

        		Maintainrobust stock ownership policy: We maintain a stock ownership policy that requires our CEO to maintain aggregate stock ownership equal to at least six times his base salary and vested stock ownership equal to at least three times his base salary, and that, effective as of January 1, 2022, requires the other members of our executive committee to maintain vested stock ownership ofequal to at least two times their respective base salaries. Covered executives have fivethree years from Dec. 2014 (or, if later, their hire date)date to attain the required stock ownership levels.levels (or three years from January 1, 2022 for existing covered executives).

        We maintain a similar stock ownership policy for our non-employee directors that requires directors to maintain stock ownership of at least five times their respective annual retainers. Directors have five years from their appointment date to attain the required stock ownership levels.

        As of December 31, 2018,2021, all covered executives and directors were in compliance with the stock ownership policy.

        		​
        ​ ​​​​ ​​ ​​

        Table of Contents


        ​​​ ​​ ​​ ​​
        What We Don't Do
        ​   

        ✘

        LOGO

        		 No Option RepricingWe prohibit option repricing without stockholder approval.​

        ✘

        		No Excessive Overhang or DilutionWe do not have excessive overhang or dilution from equity grants.
        ​  

        ✘

        		No Excessive PerquisitesWe providepledging: Under our named executive officers with only limited perquisites and personal benefits that serve an important business purpose in addition to the regular benefits offered to all employees.

        We consider the perquisites and personal benefits that we offer to our executives in India to be customary benefits which allow us to remain competitive for top talent.

        		​

        ✘

        		No Tax Gross-UpsWe do not provide "gross-ups" to any of our named executive officers, including gross-ups for any excise taxes imposed with respect to Section 280G (change-in-control payments) or Section 409A (nonqualified deferred compensation) of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the "Code").
        ​  

        ✘

        		No Hedging or PledgingWe maintain a policy that prohibits our officers and directors subject to the requirements of Section 16 of the Exchange Act, which includes our executive officers, from engaging in any hedging transactions with respect to Company stock directly or indirectly owned by any of them.

        In addition, under this policy,mentioned above, Reporting Persons (as defined above) are only permitted to pledge shares of our stock that exceed those required to be owned under our Stock Ownership Policy described above.

        EXL 2022 Proxy Statement    

        /

        		 ​
        ​     67​​​​ ​​ ​​


        Executive compensation

        Overview of Compensation Policiescompensation policies and Philosophiesphilosophies

        We believe that theour long-term success of companies that provide outsourcing, transformation and analytics services globally is linked to theirour ability to recruit, train, motivate and retain employees at every level. There is significant competitive pressure in our industry for qualified managers with a track record of achievement. It is critical that we recruit, train, motivate and retain highly talented individuals at all levels of the organization who are committed to our core values of innovation, collaboration, excellence, integrity and mutual respect. We believe that our executive compensation programs are integral to achieving this end.

        Our Compensation Committee bases its executive compensation programs on the following objectives, which guide us in establishing all of our compensation programs:

        Compensation should be based on

        responsibility and performance.

        Our compensation program should deliver

        top-tier compensation in return for top-tier

        individual and company performance, and

        lower tier compensation for individual

        performance and/or our performance that

        falls short of expectations.

        Pay-for-performance and retention must

        be balanced in order to ensure ongoing

        motivation and commitment of our

        employees.

        Compensation should balance long-term

        and short-term objectives.

        Equity-based compensation should be

        higher for persons with higher levels of

        responsibility and greater influence on

        long-term results.

        To enable us to attract and retain top talent,

        compensation should reflect the value of

        the job in the marketplace.

        Compensation programs should be easy

        to understand.

        Compensation should be administered

        uniformly across the Company with clear-

        cut objectives and performance metrics.

                       

        >68    

        		Compensation should be based on the level of job responsibility, individual performance and our performance. As employees progress to higher levels in the organization, they are able to more directly affect our results and strategic initiatives, and therefore an increasing proportion of their pay should be linked to our performance and tied to creation of stockholder value. Our programs should deliver top-tier compensation inGRAPHIC
        return for top-tier individual and company performance; conversely, where individual performance and/or our performance falls short of expectations, the programs should deliver lower-tier compensation. In addition, the objectives of pay-for-performance and retention must be balanced. Even in periods of temporary downturns in our performance, the programs should continue to ensure that successful, high-achieving employees remain motivated and committed.

        >

        		 

        Compensation should balance long-term focus that is linked to stockholder value as well as short-term financial objectives. Consistent with this philosophy, equity-based compensation should be higher for persons with higher levels of responsibility and
        /


        Table of Contents

             EXL 2022 Proxy Statement greater influence on long-term results, thereby making a significant portion of their total compensation dependent on long-term stock price appreciation. In addition, compensation should focus management on achieving short-term performance goals in a manner that supports and ensures long-term success and profitability.GRAPHIC

        >

        Compensation should reflect the value of the job in the marketplace. We compete for talent globally. In order to attract and retain a highly skilled workforce, we must remain competitive with the pay of other employers who compete with us for talent in the relevant markets.

        LOGO

        >

        Compensation programs should be easy to understand. We believe that all aspects of executive compensation should be clearly, comprehensibly and promptly disclosed to employees in order to effectively motivate them. Employees need to easily understand

        GRAPHIChow their efforts can affect their pay, both directly through individual performance accomplishments, and indirectly through contributing to our achievement of strategic, financial and operational goals. We also believe that compensation for our employees should be administered uniformly across the company and should be administered with clear-cut objectives and performance metrics.

        Our Executive compensation

        Compensation Committee's Processesprocess: roles and responsibilities

        Our Compensation Committee has established a number of processes to assist it in ensuring that our executive compensation programs are achieving their objectives. Among those are the following:

          >
          Assessment of Company Performance.Our Compensation Committee, uses financial performance measures to determine a significant portion of the payouts under our annual incentive bonus programmanagement and equity incentive program. The financial performance measures with respect to our named executive officers' incentive bonuses and equity incentive awardsindependent compensation consultant are largely based on the achievement of Company-wide goals. In addition, the incentive bonuses payable under our annual incentive bonus program to our senior executives who have responsibility for business lines are tied to such business lines' financial or other performance. These Company-wide and business-line performance measures are established by our Compensation Committee annually at the end of the prior year or the beginning of the year. At the end of the year or performance period,each engaged in the case of our equity incentive program, our Compensation Committee reviews and certifies our performance achievement, and considers the appropriateness of adjustments to the performance criteria and calculations of performance achievement.

            –
            We generally pay bonuses at target when we achieve the established financial measures that are set forth in our annual operating plan and personal performance goals,these processes, as described in greater detail below. These measures reflect targets that are intended to encourage stretch performance.

          >
          Assessment of Individual Performance.Individual performance has a strong impact on the compensation of our employees, including our executive officers. The evaluation of an individual's performance determines a portion of the payouts for each of our named

        Company performance – Compensation Committee

        Establishment of performance measures

        At the beginning of each year, or the end of the prior year, our Compensation Committee establishes the Company-wide and relevant business line performance measures on which our named executive officers’ annual incentive bonuses and equity incentive awards are largely based. These measures reflect targets that are intended to encourage stretch performance.

        Assessment of Company performance

        At the end of the performance period, the Compensation Committee reviews and certifies our performance achievement in relation to the pre-established targets, and considers the appropriateness of adjustments to the performance criteria and calculations of performance achievement.

        Individual performance – board of directors, Compensation and Nominating and Governance Committees, and Vice Chairman and CEO

        The evaluation of an individual’s performance determines a portion of the payouts under our incentive bonus program and also influences any changes in base salary for each of our named executive officers.

        Assessment of Vice Chairman and CEO performance

        For Mr. Kapoor, our board of directors reviews and provides feedback on a self-evaluation prepared by Mr. Kapoor. Once all directors have given feedback on Mr. Kapoor’s performance, our Chairman leads a comprehensive discussion of the full board of directors on Mr. Kapoor’s performance, leadership accomplishments and overall competence to evaluate the achievement of established objectives.

        Assessment of performance for all other NEOs and executive officers

        For all other NEOs and executive officers, Mr. Kapoor makes a performance assessment and compensation recommendation to our board of directors. He bases the performance assessments on our named executive officers’ self-evaluations and his performance appraisals of each of them.

        Our board of directors reviews the performance assessments with Mr. Kapoor, and evaluates the achievement of established objectives by each named executive officer and his business line, if applicable, and his contribution to our performance, leadership accomplishments and overall competence. The board of directors may exercise their judgment based on the named executive officer’s interactions with the board of directors.

        Other matters relevant to compensation decisions – Compensation Committee

        Our Compensation Committee periodically reviews related matters such as succession planning and management, evaluation of management performance, changes in the scope of managerial responsibilities, and consideration of the business environment, and considers such matters in making compensation decisions. The Compensation Committee also takes into account an executive officer’s job responsibilities, performance, qualifications and skills in determining individual compensation levels.

        EXL 2022 Proxy Statement    

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        		    69

        Table of ContentsExecutive compensation

            executive officers made under our incentive bonus program and also influences any changes in base salary.

              –
              For Messrs. Chhibbar, Bagai, Srivatsan and Miglani, our Compensation Committee receives a performance assessment and compensation recommendation from our Vice Chairman and CEO. The performance assessments are based on each of our named executive officer's respective self-evaluations and subsequent performance appraisals conducted by our Vice Chairman and CEO. Our Compensation Committee reviews the performance assessments of these executive officers with our Vice Chairman and CEO, and evaluates the achievement of established objectives by each executive officer and his or her business line (if applicable), as well as the executive officer's contribution to our performance, leadership accomplishments and overall competence. In determining the numerical performance rating that translates into specific payouts under our incentive bonus program and also influences any changes in base salary, our Compensation Committee may exercise its judgment based on our board of directors' interactions with such executive officers.

              –
              For Mr. Kapoor, our board of directors receives a self-evaluation prepared by Mr. Kapoor and provides feedback to our Chairman. Our Chairman then discusses the consolidated feedback from the board of directors with our Compensation Committee. Our board of directors and Compensation Committee evaluates the self-evaluation and feedback as well as Mr. Kapoor's performance, leadership accomplishments and overall competence and evaluates the achievement of established objectives.

          >
          Review of Peer Company Market Data.At the time compensation decisions were made for our U.S.-based and other senior executive officers in 2018, our Compensation Committee reviewed publicly available compensation data for companies that are engaged in business and technology services like us. The Compensation Committee took into account whether the companies had market capitalizations or annual revenues similar to ours, as well as the relevance of their geographic areas. The companies that composed our peer group for 2018 were as follows:
        ​

        Independent compensation consultant

        		​​​​ ​​

        For 2021, the Compensation Committee retained the services of Farient, a qualified and independent compensation consultant, to aid the Compensation Committee in performing its duties. The Compensation Committee’s compensation consultant assists in:

        •   reviewing our executive pay philosophy

        •   collecting and evaluating external market data regarding executive compensation and performance,

        •   selecting peer group companies,

        •   reviewing the Proxy Statement,

        •   advising the Compensation Committee on developing trends and best practices in executive and director compensation and equity and compensation governance, and

        •   advising the Compensation Committee on incentive plan design that aligns with our strategy.

        In addition Farient advises our Nominating and Corporate Governance Committee regarding director compensation. Other than performing these consulting services, Farient does not provide other services to us or our executive officers. We have affirmatively determined that no conflict of interest has arisen in connection with the work of Farient as compensation consultant for the Compensation Committee.

        Peer Group Companiesmarket data

        Compensation Committee and independent compensation consultants

        We review peer compensation data at the beginning of the year (or the end of the prior year) in order to set compensation for each year. At the time compensation decisions were made for our U.S.-based and other senior executive officers in 2021, our Compensation Committee reviewed publicly available compensation data for companies that are engaged in business and technology services like us taking into account whether the companies had market capitalizations, geographic locations, or annual revenues similar to ours. The companies that comprised our peer group for 2021 were as follows: Blackbaud, CoreLogic, CSG Systems International, Inc., EPAM Systems, Inc., Genpact Limited, Guidewire Software, Inc., Sykes Enterprises, Virtusa, WNS (Holdings) Limited.

        In the middle of 2021, we, alongside our independent compensation consultant, reevaluated our peer group in light of various M&A activity as well as new criteria, consisting of companies that are similar to us in terms of annual revenue, operate in similar industries, have similar business models as ours. This new group was used for certain 2021 compensation decisions as well as 2022 compensation decisions and consists of Cloudera, Inc. (acquired), CSG Systems International, Inc., EPAM Systems, Inc., Genpact Limited, Guidewire Software, Inc., Inovalon Holdings, Inc. (acquired), Perficient, Inc., Splunk Inc., Sykes Enterprises, Incorporated (acquired), Teradata Corporation, TTEC Holdings, Inc., Verisk Analytics, Inc., MultiPlan Corporation, WNS (Holdings) Limited.

        The following chart shows the respective industries and revenues of our peer group companies:

          BlackbaudCompanyIndustry

        Revenue

        ($MM, USD)

        		 Genpact Limited 
        ​  Data Processing and Outsourced Services Convergys Corporation(1)$4,022
         LiveRamp Holdings

        		 ​EPAM Systems, Inc.IT Consulting and Other Services$3,758

        		Verisk Analytics, Inc.Research and Consulting Services$2,999

        		Splunk Inc.Application Software$2,674

        		TTEC Holdings, Inc.Data Processing and Outsourced Services$2,273

        		Teradata CorporationSystems Software$1,917

        		Sykes Enterprises, IncorporatedData Processing and Outsourced Services$1,710
        ExlService Holdings, Inc.Data Processing and Outsourced Services$1,122

        		MultiPlan CorporationHealth Care Technology$1,118

        		 CSG Systems International, Inc. Sykes EnterprisesData Processing and Outsourced Services $1,046
        ​   DST Systems(2)Virtusa​
        EPAM Systems

        		 WNS (Holdings) Limited Data Processing and Outsourced Services$   913
        ​ ​​​

        		​ ​Cloudera, Inc.​ Application Software$   869

        		Perficient, Inc.IT Consulting and Other Services$   761

        		Guidewire Software, Inc.Application Software$   743

        		Inovalon Holdings, Inc.Health Care Technology$   668

        70    

        /

        		    EXL 2022 Proxy Statement

        (1)
        Convergys Corporation was acquired by SYNNEX Corporation in October 2018.
        (2)
        DST Systems was acquired by SS&C Technologies in April 2018.

        TheLOGO

        Executive compensation

        Management also separately engaged Aon Consulting in 2019 for the purpose of providing a survey of compensation data (the parameters of which were not prepared by Aon Consulting) for individuals in our global industry holding analogous positions to our executive officers. While the Compensation Committee reviewed and considered the data provided by these surveys, it did not consider or review the compensation data for our peer group is compiled directly by FW Cook, the independent consultant to the Compensation Committee. The peer group compensation data was supplemented by global general industry and industry-specific survey data. The data from the surveys was scaled to our size by FW Cook based on revenues or corresponding revenue ranges as provided by the surveys. Management separately engaged Aon Consulting for the limited purpose of providing a survey of compensation data (the parameters of which were not prepared by Aon Consulting) for individuals in our global general industry holding analogous positions to our executive officers. While the Compensation Committee reviewed and considered the data provided by these surveys, it did not consider or review the compensation


        Table of Contents

        paid to executives at the component companies included within such surveys and did not use this information or any other data as a definitive benchmark to set executive compensation for fiscal year 2021.

        Our Compensation Committee reviews compensation information provided by Farient and other third party data in order to evaluate each executive’s base pay, incentive bonus and equity incentives when changes in compensation are considered. Compensation decisions are designed to promote our fundamental business objectives and strategy.

        Our Compensation Committee uses the compensation data to obtain a general understanding of current market practices, so it can design our executive compensation program to be competitive. Market data is not used exclusively, but rather as a point of reference to draw comparisons and distinctions.

        Components of executive compensation for fiscal year 2018.

        Our Compensation Committee uses the compensation data to obtain a general understanding of current market practices, so it can design our executive compensation program to be competitive. Market data is not used exclusively, but rather as a point of reference to draw comparisons and distinctions. The Compensation Committee also takes into account an executive officer's job responsibilities, performance, qualifications and skills in determining individual compensation levels.


        Table of Contents

        Components of Executive Compensation for 20182021

        For 2018,2021, the compensation of executive officers consisted of the following five primary components:

        ​​​ ​​ ​​​​

          Compensation component

        		 Compensation Component

        Description


        		Objectives

        		 

        Objectives

        Base Salarysalary

        		 

         >

        Fixed compensation that is reviewed annually and is based on performance, experience, responsibilities, skill set and market value.

        		 

         >

        Provide a base level of compensation that corresponds to the job function performed.

        >

        Attract, retain, reward and motivate qualified and experienced executives.

        ​  

        Annual Incentivesincentives

        		 

         >

        "At-risk"“At-risk” compensation earned based on performance measured against pre-established annual goals.

        >75% of each NEOs award is tied to company-wide performance with the remaining 25% to the achievement of individualized goals.

        Goals are tailored to each executive's position.

        		 

         >

        Incentivize executives to achieve annual goals that ultimately contribute to long-term company growth and stockholder return.

        		​
        Long-Term Incentives

          Long-term incentives

        		 

         >

        "At-risk"“At-risk” compensation in the form of restricted stock unit awards whose value fluctuates according to stockholder value.

        >

        50% of the award vests based on continued service.

        >

        50% vests based on achievement of revenue and total stockholder return goals.

        		 

         >

        Align executive interests with those of stockholders.

        >

        Reward continuous service with the company.

        >

        Incentivize executives to achieve goals that drive company performance over the long-term.

        ​  

        Other Benefitsbenefits

        		 

         >

        Broad-based benefits provided to company employees (e.g., health and group insurance), a retirement savings plan and other personal benefits where appropriate.

        		 

         >

        Provide a total compensation package that is competitive with the marketplace and addresses unique needs, especially for overseas executives.

        		​

        Severance and Changechange
          in Control Protections        control protections

        		 

         >

        Protect executives during potentially tumultuous corporate transaction.

        >

        Provide reduced post-employment compensation upon other involuntary terminations.

        		 

         >

        Allow executives to focus on generating stockholder value during a change in control transaction.

        >

        Provide market-competitive post-employment compensation recognizing executives likely require more time to find subsequent employment.

        EXL 2022 Proxy Statement    

        /

        		    71               
        ​ ​​ ​​ ​​ ​​

        Table of ContentsExecutive compensation

        Compensation Mix

        Consistent with our compensation philosophy, our compensation program balances base salary, short-term incentive and long-term incentive opportunities provided to our executive officers. The following charts illustrate the mix of target compensation components for the Vice Chairman and CEO and the other named executive officers during the 2018 fiscal year.

        As illustrated by the charts below, the majorityDetailed review of compensation that may be earned by our named executive officers is tied to the achievement of financial performance metrics (annual performance bonuses and PRSUs) or fluctuates with the underlying value of our common stock (RSUs).components

        GRAPHIC

        Detailed Review of Compensation Components

        Base Salarysalary

        As discussed above, we provide our executive officers fixed compensation commensurate with their performance, experience, responsibilities, skill set and market value. This attracts and retains an appropriate caliber of talent for the position and provides a base wage that is not subject to our performance risk. In setting base salaries for 2018,2021, our Compensation Committee considered:

        ​ ​​ ​​ ​​ 
        ​  

        Individual performance

        		  Individual Performance

        >

        The degree to which the executive met and exceeded expectations.

        		​
         

        Market Datadata

        		  

        >

        Geographical and marketMarket data to test reasonableness of compensation.

        Overall compensation mix

        		  
        ​  Overall Compensation Mix

        >

        Senior employees should have a greater portion of their compensation tied to increasing stockholder value.

          ​
        ​ ​​​​ ​​ 

        Table of Contents

        Upon completing its review, and as shown in the table below, and considering base salaries were held constant for 2017, the Compensation Committee determined that it was appropriate to increase themaintain current base salarysalaries for eachall of our named executive officersofficers. While these salaries were first approved in recognition of their individual contributions and the Company's performance.February 2020, they did not take effect until April 1, 2021. The fixed compensation paid toamount for Mr. Bagai is paid in Indian Rupees but we have included the percentage increase with respect to his fixed compensation in U.S. dollars. Further, this amountBhalla covers not only base salary, for Mr. Bagai, but also amounts available as a travel allowance, an automobile allowance, a housing allowance, a medical allowance and a cash supplementary allowance, consistent with compensation practices in India.

        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​

         

        		 

        Name 



        		2017 Base Salary /
        Annual Fixed
        Compensation
        (Effective April 1, 2017)         




        		2018 Base Salary /
        Annual Fixed
        Compensation
        (Effective April 1, 2018)         




        		% Increase /
        Decrease         


        		​

         

        		 

        Rohit Kapoor

        		 $620,000 $720,000(2) 16.13% 

        ​  

        		 

        Vishal Chhibbar

        		 ​400,000 ​450,000 ​12.50%​

         

        		 

        Pavan Bagai

        		  360,106(1) 407,077(3) 13.04% 

        ​  

        		 

        Nagaraja Srivatsan

        		 ​415,000 ​450,000 ​8.43%​

         

        		 

        Nalin Miglani

        		  410,000  450,000  9.76% 
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​

           Name

        2021 Base salary /
        annual fixed
        compensation ($)

        Rohit Kapoor

        		750,000

        Maurizio Nicolelli

        		475,000

        Vikas Bhalla

        		INR24,500,000(1)

        Vivek Jetley

        		420,000

        Samuel Meckey

        		442,000

        (1)

        The exchange rate used for the annual fixed compensation conversion from Indian rupees Equivalent to U.S. dollars for Mr. Bagai was 63.87$329,611, converted at 74.33 INR to 1 USD, which was the exchange rate on December 31, 2017.
        (2)
        Mr. Kapoor's base salary increased to $720,000, effective January 1, 2018.
        (3)
        The exchange rate used for the annual fixed compensation conversion from Indian rupees to U.S. dollars for Mr. Bagai was 63.87 INR to 1 USD, which was the exchange rate on December 31, 2017.
        2021.

        Incentive Bonusbonus

        We have established an annual incentive bonus program in order to align our executive officers'officers’ goals with our performance targets for the current year and to encourage meaningful contributions to our future financial performance. Our Compensation Committee approved the framework of our incentive bonus program in December 2017late 2020 for the year 20182021 for bonuses payable in respect of 20182021 performance. Under the program, bonus target amounts, expressed as a percentage of base salary or annual fixed compensation, are established for participants at the beginning of each year unless their employment agreements contain different terms. Funding of potential bonus payouts for the year are determined by our financial results for the year relative to predetermined performance measures and our assessment of each named executive officer'sofficer’s performance relative to his predetermined individual performance goals. If our performance falls short of target, our aggregate funding of the annual cash bonus incentive pool declines. If we do not achieve a minimum threshold for the established financial performance objectives, then the bonus pool is not funded for that particular objective. Although the Compensation Committee has not historically done so, it has the discretion under the 2018 Plan to adjust an award payout from the amount yielded by the formula at the end of the performance period.period for reasons such as the effect of changes in laws or regulatory rules, acquisitions or divestitures, extraordinary accounting items, foreign exchange gains or losses, and/or any specific unusual or non-recurring events. The Compensation Committee did not utilize any discretion for the 2021 bonus awards.

        72    

        /

        		    EXL 2022 Proxy Statement

        LOGO

        Executive compensation

        Our Compensation Committee considered the following when establishing the awards for 2018:2021:

          >

          Bonus Targets.targets

          Bonus targets were established based on job responsibilities and comparable market data. Our objective was to set bonus targets such that total annual cash compensation was within the broad middle range of market data and a substantial portion of that compensation was linked to our performance. Consistent with our executive compensation policy, individuals with greater job responsibilities had a greater proportion of their total compensation tied to our performance. During 2018,2021, our Compensation Committee established the following bonus targets (expressed as a


        Table of Contents

        ​

           Name

        		​​

        Bonus target

        		​​ ​​​​

        Bonus maximum

          Name
        		Bonus Target
        		Bonus Maximum
        		​
        ​ ​ ​ ​ ​ ​ ​​ ​
        ​  

        Rohit Kapoor

        		 150% of base salary 300%311% of base salary​
          Vishal Chhibbar

        Maurizio Nicolelli

        		 75% of base salary 150%156% of base salary
          
        ​  Pavan Bagai

        Vikas Bhalla

        		 75% of annual fixed compensation 150%156% of annual fixed compensation​
          Nagaraja Srivatsan

        Vivek Jetley

        		 75% of base salary 150%156% of base salary
          
        ​  Nalin Miglani

        Samuel Meckey

        		 75% of base salary 150%156% of base salary
         ​
        ​​​ ​​ ​​​​

        ​ ​​ ​​ ​ ​​ ​ ​​ ​​​

         

        		 

        Name 



        		Company-Wide
        Performance(1)         


        		Individual
        Performance         


        		Business Line or Other
        Company Performance(2)         


        		​

        ​  

        		 

        Rohit Kapoor

        		 ​65%​15%​20%​

         

        		 

        Vishal Chhibbar

        		  60% 20% 20% 

        ​  

        		 

        Pavan Bagai

        		 ​65%​15%​20%​

         

        		 

        Nagaraja Srivatsan

        		  60% 20% 20% 

        ​  

        		 

        Nalin Miglani

        		 ​60%​20%​20%​
        ​ ​​ ​​ ​​​ ​ ​​​ ​​
        (1)
        Based 50%performance. The Company-wide portion of 2021 annual bonuses were based 30% on the Company'sCompany’s Adjusted PBTEPS goal, 40% on the Company’s revenue goal, and 50%30% on the Company's revenue goal,Company’s adjusted operating profit margin (AOPM) for all employees whose incentive bonus is linked to Company-wide financial performance, including our named executive officers.
        (2)
        Based on total revenue and business operating income for specific business units. Business operating income is a component for measuring business unit performance that is computed as the business unit's gross margin less direct operating expenses.

        In 2018,2021, the Compensation Committee continued to set the business line and other CompanyCompany-wide performance goals as well as the individual performance goals described above for all named executive officers to ensure the executives were properly focused on both the Company'sCompany’s Adjusted PBT and revenue goals, aggregate of business units' performance onEPS, revenue, and Adjusted PBTAOPM goals and other areas of performance that are unique to their positions within the organization. We decided to move away from basing our annual bonus in part on Adjusted EPS and, instead, to base it in part on Adjusted PBT targets because of the uncertain effect of proposed U.S. tax reforms on the Company and the Adjusted EPS calculation. Adjusted PBT, by its nature, is a measure that is unaffected by the then-current year's taxation. The Compensation Committee believes achievement of these performance metrics will drive our business and, in turn, lead to increased stockholder value.

        Executive compensation

        Determination of Financial Performance Achievement.In 2018,financial performance achievement

        For 2021, our Compensation Committee established an Adjusted EPS target of $4.05 14.7% higher than our actual Adjusted EPS for the prior year and 11.0% higher than the prior year’s target performance), a revenue target of $1.075 billion (12.0% higher than our actual revenue for the prior year and the same as our prior year’s target performance), and an AOPM target of $178.9 million (16.6% higher than our actual for the prior year and 8.2% higher than our prior year’s target). As shown below, the portion of incentive bonus payments that were subject to these financial performance measures could have


        Table of Contents

        ​​​ ​​ ​​ ​​ ​​
        ​ Adjusted PBT Goals 

        		Revenue Goals 

        		​
          % of Adjusted PBT Achieved
        Compared to Target Goal
                 		% of Target Portion
        Funded
                 		% of Revenues Achieved
        Compared to Target Goal
                 		% of Target Portion
        Funded
                 		​
          Less than 90% 0% Less than 90% 0%  
        ​   At 90% 25% At 90% 25% ​
          From 90% to 100% Linear interpolation from 25% to 100% From 90% to 100% Linear interpolation from 25% to 100%  
        ​   At 100% 100% At 100% 100% ​
          From 100% to 110% Linear interpolation from 100% to 200% From 100% to 110% Linear interpolation from 100% to 200%  
        ​   Above 110% 200% Above 110% 200% ​
        ​​​ ​​ ​​ ​​ ​​

        LOGO

        Executive compensation

        Determination of individual performance measure achievement

        Our named executive officers earnsearn a portion of histheir respective annual incentive bonuses based on the achievement of individual performance measures. These goalsmeasures that are designed to balance the attention of our named executive officersthe officer between the achievement of near-term objectives that improve specific processes or performance metrics and long-term objectives for us. While someFor more information on the process, roles and responsibilities for determining individual performance measure achievement, please see “Compensation process: roles and responsibilities” on page 69. Below is a summary of the goals are subjective, other goals, such as client and employee satisfaction metrics, are capable of objective measurement. Theeach named executive officer’s individual performance measures, are generally based on strategic performance indicators such as improving sales productivity, strengthening our sales effectiveness, supporting inorganic growth through mergers and acquisitions, improving recruitment capabilities, enhancing market recognition, advancing our technological and automation capabilities and achieving revenue growth targets within specific areas.

        >
        Determination of Individual Performance Achievement.Mr. Kapoor made performance assessments and compensation recommendations for Messrs. Chhibbar, Bagai, Srivatsan and Miglani and our Compensation Committee approved the recommendations after reviewing similar considerations for such named executive officers. For Mr. Chhibbar, our Compensation Committee noted his role in pursuing our M&A strategy, managing the finance function, developing investor relations, and growing the finance and accounting business. For Mr. Bagai, our Compensation Committee noted his contribution in providing leadership to the analytics business, managing operations, driving cost efficiencies, and improving margins of operational geographies. For Mr. Srivatsan, our Compensation Committee noted his contribution in turning around the consulting business, leading the sales function and implementing the new marketing positiona summary of the Company. For Mr. Miglani, our Compensation Committee noted his contribution in promoting diversity, building the talent baseachievements and creating an organization for a digital future, while enabling integration of acquired companies. For Mr. Kapoor, the Compensation Committee noted his contribution in building a strong leadership team,accomplishments toward meeting business metric targets, and leading the strategic transformation of the company as a leader in global digital transformation services.

        those performance measures:

        Table of Contents

        Named Executive

        Officer

        2021 Individual performance measure

        2021 Individual performance achievement

        RohitKapoor

        •   Drive profitability

        •   Improve return on invested capital (“ROIC”)

        •   Execute on EXL’s digital strategy

        •   Improve talent acquisition & development

        •   Ensure agile decisioning and strengthen Enterprise Risk Management

        •   Continue to advance ESG program

        •   Strong growth across all business units, resulting in revenues for 2021 that were up $163.9 million, or 17.1%, compared to 2020

        •   ROIC increased to 12.6% in 2021, compared to 8.9% in 2020

        •   Developed a strong foundation of digital and established an AI:OS framework

        •   Increased focus on talent acquisition and strong progress on building expanded leadership and capabilities

        •   Strengthened overall risk culture

        •   Strong progress on ESG as outlined in EXL’s second annual Sustainability Report, including through progress in environmental stewardship, emphasis on employee development and wellness, and expansion of CSR program, among others

        MaurizioNicolelli

        •   Provide effective leadership to finance team

        •   Drive profitability and improve ROIC

        •   Execute on long term M&A strategy

        •   Strong capital allocation

        •   Led the finance team effectively, resulting in strong governance and high-quality controllership

        •   Strong profitability and ROIC growth across all business units

        •   Led the acquisition of Clairvoyant, broadening our data engineering and cloud computing capabilities

        •   Drove capital allocation through EXL’s share buyback program and repayment of our convertible debt facility to improve ROIC

        VikasBhalla

        •   Drive profitability for Insurance

        •   Create and implement innovative data and analytics solutions

        •   Improve Insurance ROIC

        •   Insurance revenue grew to $382.0 million with strong gross margins

        •   Developed digital-led solutions for insurance industry

        •   Improved Insurance business ROIC in 2021

        VivekJetley

        •   Drive profitability and build high growth business for Analytics

        •   Build EXL’s data management and cloud enablement capabilities, and build our data assets

        •   Analytics revenue grew to $460.7 million with strong gross margins

        •   Created significant foundational capabilities in data management and cloud enablement areas

        SamMeckey

        •   Deliver profitable growth for Healthcare

        •   Execute on EXL’s digital strategy

        •   Improve ROIC for Healthcare

        •   Healthcare revenues grew to $112.4 million with strong gross margins

        •   Integrated digital solutions into EXL Healthcare business

        •   Improved Healthcare ROIC

        ​​​EXL 2022 Proxy Statement    ​​

        /

        		​​    75​

        Executive compensation

        The table below sets out the 2021 incentive bonuses paid to our named executive officers (paid in March 2022):

          Name

        2021 Actual incentive

        bonus awarded ($)(1)

          Name
        		​

        		Earned 2018
        Incentive Bonus ($)

        		​
        ​​ ​ ​ ​​ ​ ​ 
        ​  

          Rohit Kapoor

        		 Rohit Kapoor2,050,000                                                        

          Maurizio Nicolelli

        		 ​640,498
        532,748

          Vikas Bhalla

        		 ​444,718

          Vivek Jetley

        		586,146

          Samuel Meckey

        		577,214
          Vishal Chhibbar173,210 
        ​  Pavan Bagai(1)​133,946​

         (1)Nagaraja Srivatsan172,987
        ​  Nalin Miglani​164,579​
        ​ ​​ ​​ ​ ​​

        The exchange rate used for the bonus conversion from Indian rupees to U.S. dollars for Mr. Bhalla was 74.33 INR to 1 USD, which was the exchange rate on December 31, 2021.

        (1)
        The exchange rate used for the bonus conversion from Indian rupees to U.S. dollars for Mr. Bagai was 69.77 INR to 1 USD, which was the exchange rate on December 31, 2018.

        Long-Term Equity IncentivesLong-term equity incentives

        The Compensation Committee continues to believe that long-term equity awards provide employees with the incentive to stay with us for longer periods of time, which in turn provides us with greater stability as we grow. These incentives foster the long-term perspective necessary for continued success in our business because the value of the awards is directly linked to long-term stock price performance, and they ensure that our executive officers are properly focused on stockholder value.

        Moreover, the Compensation Committee favors restricted stock unit awards as these awards offer executives the opportunity to receive shares of our common stock on or shortly following the date that the restrictions lapse. Such awards serve both to reward and retain executives because value is linked to the price of our stock on the date that the restriction lapses, and the executive must generally remain in employment through the date that the restrictions lapse. Restricted stock unit awards provide a significant degree of alignment of interests between our executives and stockholders.

        The Compensation Committee also believes that the mix between Time-Vested RSUs and Performance-Vested RSUs provides an appropriate balance between incentivizing our executives to continue their employment with the Company and to ensure they are focused on long-term financial performance and generating stockholder value, which will enable them to realize additional compensation.

        Finally, restricted stock units are potentially less dilutive to stockholders'stockholders’ equity than stock options because restricted stock awards are full value awards, and our Compensation Committee can award fewer shares than an equivalent value of stock options.

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        		    EXL 2022 Proxy Statement

        LOGO

        Executive compensation

        Compensation

        Fiscal Year 2018 Awardsyear 2021 awards

        Under our equity compensation program, our executive officers received restricted stock units under the 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (the "2015 Plan"). Subsequent awards were made pursuant to the 2018 Omnibus Incentive Plan approved by the Company'sCompany’s stockholders at the annual meeting of stockholders held in June 2018.2018 (the “2018 Plan”). We awarded restricted stock units to nearly all of our named executive officers in the portionsproportions shown below. In response to the continuing COVID-19 pandemic, we revised our long-term equity incentive program for 2021 to remove the revenue performance metric because the uncertainty and market volatility caused by the pandemic made it difficult to predict a three-year revenue target. As a result, the 2021 PRSUs are based solely on TSR performance as compared to a pre-determined set of peer companies.

        GRAPHIC


        50% +  50% =  Total

        Time-vested

        RSUs

        		   

        Relative TSR-linked

        PRSUs

        		   

        LTI

        award

        TableThe table below shows the amount of ContentsTime-Vested and Performance-Vested RSUs our Compensation Committee awarded our named executive officers in 2021. In general, the Compensation Committee believes that the size of the award granted to an executive officer should increase based on the executive officer’s level of responsibility within the Company.

        –

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

        The Committee believes these Time-Vested RSUs provide an important role in promoting retention of our executive officers.

        >
        The "Performance-Vested"“Performance-Vested” portion of the 20182021 RSUs ("PRSUs"(“PRSUs”) are split into two types that each vest based on separate performance measures as follows:

          –
          Revenue-Linked PRSUs:50% of these performance-based restricted stock unit awards will cliff-vest on December 31 of the third fiscal year in the performance period, subject to achievement of threshold Company revenues against an aggregate revenue target over the grant's three year performance period of January 1, 2018 to December 31, 2020 and continuous employment through December 31, 2020—we call these awards "Revenue-Linked PRSUs." The ultimate amount of Revenue-Linked PRSUs that a recipient earns may be up to 200% of the target award of Revenue-Linked RSUs. To the extent the Company's revenue falls in between 90% and 98%, the percentage of Revenue-Based RSUS earned will be determined based on straight line interpolation calculated using a revenue target range between 90% and 100% and a funding range between 0% and 100%. Likewise, if performance is between 102% and 110%, the percentage of Revenue-Based RSUs earned will be determined based on straight line interpolation calculated using a revenue target range between 100% and 110% and a funding range between 100% and 200%. The chart below sets forth the revenue target achievement thresholds and corresponding funding percentage:
        ​​​​ ​​​​
        Revenue Target Achievement

        		Funding Percentage

        		​
        110% or more200%
        ​  98% to 102%100%​
        90% or less0%
        ​​​​ ​​ ​​

        EXL 2022 Proxy Statement    

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        		    77

        Executive compensation

        Industry Classification Standard sub-industry group. This comparator set is more appropriate than the compensation peer group for this purpose as it provides a more robust comparison of our performance to the marketplace by the inclusion of more companies and eliminating size as a selection criteria, which is more relevant for compensation than performance comparison. For the Relative TSR-Linked PRSUs granted in 2021, the Company included a negative TSR cap. Under the negative TSR cap, if the total stockholder return is negative over the course of the three year performance period, no named executive officer may receive greater than 100% funding of the TSR-Linked PRSUs.

        –

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

        TSR peer group percentilePercentage of Relative TSR-Linked PRSUs  earned
         

        80.0 or more

        		200%
         

        65.0

        		150%
         

        50.0

        		100%
         

        35.0

        		50%
         

        20.0 or less

        		0%

        –

        The Compensation Committee believes the PRSUs focus our executives on key drivers of our Company’s business that will ultimately lead to creation of additional stockholder value.

        In September 2021, we made additional equity grants to certain executives (other than the compensation peer groupCEO) who are critical, sought-after talent needed for this purpose as it provides a more robust comparisonexecuting the Company’s strategy to promote long-term ownership, and alignment of our performance toexecutive and stockholder interests. Therefore, these additional equity grants were comprised of time-based RSUs that vest 1/3 on the marketplace by the inclusion of more companies and eliminating size as a selection criteria, which is more relevant for compensation than performance comparison. For the Relative TSR-Linked PRSUs granted in 2018, the Company included a negative TSR cap. Under the negative TSR cap, if the total stockholder return is negative over the coursesecond anniversary of the three year performance period, no named executive officer may receive greater than 100% fundinggrant date and 2/3 on the third anniversary of the TSR-Linked PRSUs.


        Tablegrant date, subject to continued employment. In addition, each award requires the executive to hold any acquired shares of Contents


              The percentageCompany stock for a period of Relative TSR-Linked PRSUs earned will be determined based on straight-line interpolation totwo years following the extent the Company's TSR falls in between the 20th and 80th percentiles, as per the chart below:
        ​ ​​ ​​ ​​
          TSR Peer Group Percentile 

        		Percentage of Relative
        TSR-Linked PRSUs Earned         


        		​
          80.0 or more 200%  
        ​   65.0 150% ​
          50.0 100%  
        ​   35.0 50% ​
          20.0 or less 0%  
        ​ ​​ ​​ ​​
          >
          The Committee believes the PRSUs focus our executives on key drivers of our Company's business that will ultimately lead to creation of additional stockholder value.

        applicable settlement date. The table below shows the amount of Time-Vested and Performance-Vested RSUsadditional restricted stock units our Compensation Committee awarded our named executive officersofficer subject to these terms and conditions. Relatedly, in 2018. In general,2022 we also adopted a Share Matching Program (see “2022 Incentive compensation” on page 79) to progress the Compensation Committee believessame objectives. Finally, our modified executive stock ownership policy see “Maintain a robust stock ownership policy” on page 67) doubles the amount of Company equity that the size of the award granted to aneach executive officer should increase based onother than the CEO is expected to maintain and went into effect in 2022, which serves to further align executive officer's level of responsibility within the Company.and stockholder interests.

        ​ ​​ ​​​ ​​ ​ ​​ ​ ​​
          Name 

        		Time Vested RSUs 

        		Revenue-Linked PRSUs 

        		Relative TSR-Linked PRSUs 

        		​
          Rohit Kapoor  30,005  15,003  15,002  
        ​   Vishal Chhibbar ​7,350 ​3,675 ​3,675 ​
          Pavan Bagai  10,600  5,300  5,300  
        ​   Nagaraja Srivatsan ​5,960 ​2,980 ​2,980 ​
          Nalin Miglani  6,410  3,205  3,205  
        ​ ​​ ​​ ​ ​​ ​ ​​ ​​​
        NameAdditional Time-Based RSUs

        Maurizio Nicolelli

        		8,121

        Vikas Bhalla

        		12,181

        Vivek Jetley

        		12,181

        Samuel Meckey

        		8,121

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        		    EXL 2022 Proxy Statement

        LOGO

        Executive compensation

        Payout of Awards Grantedawards granted in Prior Fiscal Yearsprior fiscal years

        This was the third and final performance year for the 20162019 performance-based restricted stock units. We achieved 90.52%96.65% of the revenue target for the revenue-linked restricted stock units resulting in 5.24%66.52% of target funding of those grants. The Company'sCompany’s TSR performance was at the 40th87.23 percentile amongst its peer group, resulting in the executives earning 68.25%200% of the 20162019 relative TSR-linked restricted stock units pursuant to the terms of the original grant. No adjustments were made to the 2019 performance-based restricted stock units or the associated performance targets to account for the impact of the COVID-19 pandemic in the 2020 and 2021 fiscal year.

        2022 Incentive compensation

        As noted above, for fiscal year 2021, we removed the revenue performance metric from our long-term equity incentive program because the uncertainty and market volatility resulting from the COVID-19 pandemic made it difficult to predict a three-year revenue target. The decision to remove the revenue metric for 2021 was only made with respect to the 2021 grants and was not intended to reflect a permanent change to the long-term equity incentive program. Therefore, for fiscal year 2022, we again revised our long-term equity incentive program to re-insert a revenue performance metric that will apply to 40% of our executive officers’ PRSUs. We have also adjusted the weighting of our restricted stock units to increase the percentage of PRSUs to 60% of the annual award for each executive officer, which further increases the percentage of incentive compensation tied to performance.

        For fiscal year 2022, we also adopted a Share Matching Program (“SMP”) under the 2018 Plan for certain employees, including NEOs (other than the CEO). The SMP generally entitles a participant to one restricted stock unit for every share of Company common stock newly acquired and held by the participant during a specified acquisition period, up to a pre-established maximum. In general, as long as a participant continues to hold their newly acquired shares and remains employed with the Company, the associated restricted stock units received will cliff vest in two installments with 1/3 vesting on the second anniversary of the grant date and the remaining 2/3 vesting on the third anniversary of the grant date. In addition, each award requires the executive to hold any acquired shares of Company stock for a period of two years following the applicable settlement date such that each award ties the executive’s compensation to the Company’s stock performance for a total of five years. This SMP is designed to encourage key executives to acquire a larger equity ownership interest in the Company thereby further aligning the personal interests of these key executives with the interest of stockholders.

        In April 2022, we entered into employment agreements with Messrs. Bhalla and Jetley. These employment agreements are substantially similar to those in effect for our other executive officers and will continue throughout their employment with the Company. The employment agreements generally entitle Messrs. Bhalla and Jetley to base salary, an annual cash bonus based upon performance, annual equity awards (time and/or performance-based) at the discretion of the Compensation Committee, and a cash severance payment upon a termination without cause or for good reason. They also condition the severance payments and termination-related equity acceleration on the execution of a release of claims against us and subject each executive to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and nonsolicitation restrictions during his employment and for one year thereafter.

        EXL 2022 Proxy Statement    

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        		    79

        Executive compensation

        Benefits and Perquisitesperquisites

        We offer employee benefits coverage in order to:

        provide market-competitive benefits that enhance productivity and job satisfaction through programs that focus on work/life balance.

        The benefits available for all U.S. employees include customary medical and dental coverage, disability insurance and life insurance. In addition, our 401(k) plan provides a reasonable level of retirement income reflecting employees'employees’ careers with us. A number of our U.S. employees, including our U.S.-based named executive officers, participate in these plans. The cost of employee benefits is partially borne by our employees, including our named executive officers. Our named executive officerofficers in India, Mr. Bagai,Bhalla, is eligible to participate in the Company's


        Table of Contents

        Company’s pension benefit, health and welfare and fringe benefit plans otherwise available to executive employees in India.

        We generally do not provide significant perquisites or personal benefits to executive officers other than our Vice Chairman and CEO and our executive officers in India. Our Vice Chairman and CEO is provided a limited number of perquisites which we believe are reasonable and consistent with market trends, which are intended to be part of a competitive overall compensation program. A discussion of the benefits provided to our Vice Chairman and CEO is provided under "Employment Agreements"“Employment agreements” beginning on page 52.86.

        Risk and Compensation Policiescompensation policies

        Our Compensation Committee has taken into account its discussions with management and FW CookFarient regarding our compensation practices and has concluded that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. This conclusion was based on the features of our compensation programs, practices and policies set forth under "Key Corporate Governance Features" beginning“Executive compensation program, practices and policies” on page 35.66.

        Severance and Change-in-Control Benefitschange-in-control benefits

        Each named executive officer, including Mr. Bhalla and Jetley as of April 2022, is party to an employment agreement or letter that sets forth the terms of his or her employment, including compensation, which was negotiated through arms'arms’-length contract negotiations. Under these employment agreements or letters, we are obligated to pay severance or other enhanced benefits upon termination of their employment. A discussion of the severance and other enhanced benefits provided to our named executive officers is provided under "Potential Payments“Potential payments upon Terminationtermination or Changechange in Controlcontrol at Fiscal 2018 Year-End"fiscal 2021 year-end” beginning on page 58.91.

        We have provided change-in-control severance protection for some of our executive officers, including our named executive officers. Our Compensation Committee believes that such protection is intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control. In addition, for executive officers, the program is intended to align executive officers'officers’ and stockholders'stockholders’ interests by enabling executive officers to consider corporate transactions that are in the best interests of our stockholders and other constituents without undue concern over whether the transactions may jeopardize the executive officers'officers’ own employment.

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        		    EXL 2022 Proxy Statement

        LOGO

        Executive compensation

        Senior executive officers, including our named executive officers, have enhanced levels of benefits based on their job level, seniority and probable loss of employment after a change in control. We also consider it likely that it will take more time for senior executive officers to find new employment.

        Looking Forward to 2019

        For fiscal 2019, we generally continued the annual bonus program and our long-term equity incentives for fiscal 2018, subject, of course, to new performance goals. As mentioned previously, the Adjusted PBT target was in place for determining a portion of the annual incentive awards in 2018 due to the uncertain effect of U.S. tax reformDeductibility cap on the Company. Since the enactment of the Tax Cuts and Jobs Act of 2017 on December 22, 2017, the Compensation Committee determined to return to the Adjusted EPS target for that portion of the 2019 annual incentive awards.


        Table of Contents

        Deductibility Cap on Executive Compensation

        The Tax Cuts and Jobs Act of 2017 significantly altered our ability to deduct for federal income tax purposesexecutive compensation paid to certain of our executives. Prior to its passage, Section 162(m) of the Code limited our ability to deduct compensation paid to our named executive officers (other than our chief financial officer) in excess of $1 million per year, unless the compensation was "performance-based", as described in the regulations under Code Section 162(m). In general, the Tax Cuts and Jobs Act of 2017 eliminated the exception from Code Section 162(m)'s deduction limits for performance-based compensation, clarified that chief executive officers are covered by the deduction limitation, and made certain other changes, including providing for transition relief for written binding contracts in effect on November 2, 2017.

        As in the past, our Compensation Committee expects to continue to take into consideration the tax deductibility of compensation, but reserves the right to authorize payments that may not be deductible if it believes that the payments are appropriate and consistent with our compensation philosophy.

        Despite the changes made tolimited availability of Code Section 162(m) outlined above,performance-based compensation exceptions following the Tax Cuts and Jobs Act of 2017, our Compensation Committee does not anticipate a shift away from variable or performance-based compensation payable to our named executive officers. Similarly, we do not expect to apply less rigor in the process by which we establish performance goals or evaluate performance against pre-established goals with respect to compensation paid to our named executive officers.

        EXL 2022 Proxy Statement    

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        		    81

        Executive compensation

        Compensation Committee Report

        The Compensation Committee of the board of directors of ExlService Holdings, Inc. has reviewed and discussed the Compensation Discussion and Analysis with our management and, based on such review and discussion, has recommended to the board of directors of ExlService Holdings, Inc. that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2021, and our proxy statementProxy Statement relating to the Annual Meeting.

        Compensation Committee

        Ms. Jaynie M. Studenmund (Chair)

        Ms. Anne Minto

        Mr. Som Mittal

        Mr. Clyde W. Ostler

        Ms. Kristy Pipes

        Mr. Garen K. Staglin

                       COMPENSATION COMMITTEE

        82    
         

        Ms. Anne Minto (Chair)
        Ms. Deborah Kerr
        Mr. Som Mittal
        Mr. Clyde W. Ostler
        Mr. Garen K. Staglin
        Ms. Jaynie M. Studenmund/

        		    EXL 2022 Proxy Statement


        LOGO

        Table of ContentsExecutive compensation

        Summary Compensation Tablecompensation table for Fiscal Year 2018fiscal year 2021

        The following table sets forth information for compensation earned in fiscal years 2016, 20172019, 2020 and 20182021 by our named executive officers:

        ​​​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​

         

        		 

        ​Name and
        Principal Position         




        		​Year 

        		​Salary
        ($)         


        		​Bonus
        ($)         


        		​Stock
        Awards
        ($)(2)         



        		​Non-Equity
        Incentive
        Plan
        Compensation
        ($)(3)         





        		​Change in
        Pension
        Value and
        Nonqualified
        Deferred
        Compensation
        Earnings
        ($)(4)         








        		​All Other
        Compensation
        ($)         



        		​Total
        ($)         


        		​

         

        		 

        Rohit Kapoor

        		  2018  720,000  —  3,791,277  532,748  —  61,484  5,105,509  

         

        		 

        Vice Chairman &

        		  2017  620,000  —  3,145,687  591,028  —  41,413  4,398,128  

         

        		 

        CEO

        		  2016  615,027  —  4,005,938  525,043  —  47,129(5) 5,193,137  
        ​​​ ​​ ​​​ ​ ​​ ​​​ ​ ​​ ​​​ ​ ​​ ​​​ ​ ​​

        ​  

        		 

        Vishal Chhibbar

        		 ​2018 ​437,671 ​— ​928,709 ​173,210 ​— ​11,465 ​1,551,056 ​

        ​  

        		 

        Executive Vice President

        		 ​2017 ​400,000 ​— ​717,639 ​252,608 ​— ​8,990 ​1,379,237 ​

        ​  

        		 

        and CFO

        		 ​2016 ​411,054 ​​ ​747,775 ​210,992 ​— ​108,340(6)​1,478,161 ​
        ​​​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​

         

        		 

        Pavan Bagai

        		  2018  301,448  —  1,339,363  133,946  17,124  57,284  1,849,164  

         

        		 

        President & Chief

        		  2017  296,139  —  1,134,418  265,561  6,059  66,207  1,768,384  

         

        		 

        Operating Officer

        		  2016  262,895(1) —  1,335,313  200,449  11,170  72,453(7) 1,882,280  
        ​ ​​ ​​ ​ ​​​ ​​ ​ ​​​ ​​ ​ ​​​ ​​ ​ ​​​ ​​

        ​  

        		 

        Nagaraja Srivatsan

        		 ​2018 ​441,370 ​— ​753,076 ​172,987 ​— ​8,640 ​1,376,073 ​

        ​  

        		 

        Executive Vice President

        		 ​2017 ​415,000 ​— ​651,057 ​302,701 ​— ​8,490 ​1,377,248 ​

        ​  

        		 

        and Chief Growth Officer

        		 ​2016 ​— ​— ​— ​— ​— ​—(8)​— ​
        ​ ​​​​ ​ ​​ ​​​ ​ ​​ ​​​ ​ ​​ ​​​ ​ ​​ ​​​

         

        		 

        Nalin Miglani

        		  2018  440,137  —  809,936  164,579  —  8,640  1,423,292  

         

        		 

        Executive Vice President

        		  2017  410,000  —  705,312  249,083  —  8,490  1,372,885  

         

        		 

        and Chief Human Resources Officer

        		  2016  407,514  —  640,950  231,104  —  8,340(9) 1,287,908  
        ​ ​​ ​​​ ​​ ​ ​​​ ​​ ​ ​​​ ​​ ​ ​​​ ​​ ​ ​​

          Name and
          principal position        		  Year   Salary
        ($)        		        Bonus
        ($)(10)        		   Stock
        awards
        ($)(2)        		   Non-equity
        incentive
        plan
        compensation
        ($)(3)        		   Change in
        pension value
        and
        nonqualified
        deferred
        compensation
        earnings
        ($)(4)        		   All other
        compensation
        ($)        		       Total
        ($)        		 

          Rohit Kapoor

        		  

         

        2021

         

        		  

         

        742,603

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        7,209,918

         

        		  

         

        2,050,000

         

        		  

         

        —

         

        		  

         

        31,068

         

        		  

        (5)

                 		  

         

        10,033,589  

         

          Vice Chairman & CEO

        		  

         

        2020

         

        		  

         

        599,016

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        5,701,209

         

        		  

         

        810,000

         

        		  

         

        —

         

        		  

         

        31,041

         

        		  

         

        		  

         

        7,141,267  

         

          

         

        2019

         

        		  

         

        720,000

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        4,121,410

         

        		  

         

        1,304,453

         

        		  

         

        —

         

        		  

         

        49,354

         

        		  

         

        		  

         

        6,195,217  

         

          Maurizio Nicolelli

        		  

         

        2021

         

        		  

         

        475,000

         

        		  

         

         

         

        		  

         

        100,000

         

        		  

         

        2,220,441

         

        		  

         

        640,498

         

        		  

         

        —

         

        		  

         

        9,204

         

        		  

        (6)

                 		  

         

        3,445,143  

         

          Executive Vice

          President and CFO

        		  

         

        2020

         

        		  

         

        384,283

         

        		  

         

         

         

        		  

         

        125,000

         

        		  

         

        1,166,955

         

        		  

         

        243,097

         

        		  

         

        —

         

        		  

         

        8,970

         

        		  

         

        		  

         

        1,928,305  

         

          

         

        2019

         

        		  

         

        —

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        		  

         

        —  

         

          Vikas Bhalla

        		  

         

        2021

         

        		  

         

        276,716

         

        		  

         

        (1)

         

         

        		  

         

        —

         

        		  

         

        2,711,454

         

        		  

         

        444,718

         

        		  

         

        16,865

         

        		  

         

        19,034

         

        		  

        (7)

                 		  

         

        3,468,787  

         

          Executive Vice

          President and Business

          Head, Insurance

        		  

         

        2020

         

        		  

         

        229,016

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        1,399,048

         

        		  

         

        169,370

         

        		  

         

        5,067

         

        		  

         

        37,962

         

        		  

         

        		  

         

        1,840,463  

         

          

         

        2019

         

        		  

         

        263,809

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        973,685

         

        		  

         

        285,636

         

        		  

         

        5,186

         

        		  

         

        40,367

         

        		  

         

        		  

         

        1,568,683  

         

          Vivek Jetley

        		  

         

        2021

         

        		  

         

        415,068

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        2,429,371

         

        		  

         

        586,146

         

        		  

         

        —

         

        		  

         

        9,204

         

        		  

        (8)

                 		  

         

        3,439,789  

         

          Executive Vice

          President and Business

          Head, Analytics

        		  

         

        2020

         

        		  

         

        —

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        		  

         

        —  

         

          

         

        2019

         

        		  

         

        —

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        —

         

        		  

         

        		  

         

        —  

         

          Samuel Meckey

        		  

         

        2021

         

        		  

         

        437,808

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        2,321,257

         

        		  

         

        577,214

         

        		  

         

        —

         

        		  

         

        9,204

         

        		  

        (9)

                 		  

         

        3,345,483  

         

          Executive Vice

          President and Business

          Head, Healthcare

        		  

         

        2020

         

        		  

         

        382,152

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        1,106,585

         

        		  

         

        239,063

         

        		  

         

        —

         

        		  

         

        9,054

         

        		  

         

        		  

         

        1,736,853  

         

          

         

        2019

         

        		  

         

        425,000

         

        		  

         

         

         

        		  

         

        —

         

        		  

         

        765,547

         

        		  

         

        364,320

         

        		  

         

        —

         

        		  

         

        9,444

         

        		  

         

        		  

         

        1,564,311  

         

        (1)

        The amount set forth in the "Salary"“Salary” column for Mr. BagaiBhalla includes $126,666$112,421 of base salary, $125,747$98,720 of a cash supplementary allowance, $27,519$36,030 of housing allowance (which Mr. BagaiBhalla elected to receive instead in cash), $10,750$9,365 of travel allowance (which Mr. Bhalla elected to receive instead in cash), and $20,180 of a special car allowance (which Mr. BagaiBhalla elected to receive in cash), and $10,766 of travel and medical allowance (which Mr. Bagai elected to receiveinstead in cash). The values set forth in this column are before any compensation reduction under any Company 401(k) savings or non-qualified plan.

        (2)

        Amounts reflect the total grant date fair value of awards recognized(RSUs and revenue based PRSUs) and Monte Carlo value of awards (TSR based PRSUs) (recognized for financial statement reporting purposes for the fiscal years ended December 31, 2016, 20172019, 2020 and 2018,2021, in accordance with FASB ASC Topic 718 (disregarding any forfeiture assumptions). Assumptions used in the calculation of these amounts are included (i) for 2018,2021, in footnotes 2 and 2422 to the audited financial statements for the fiscal year ended December 31, 2018,2021, included in the 20182021 Form 10-K;10-K filed with the Securities and Exchange Commission; (ii) for 2017,2020, in footnotes 2 and 2123 to the audited financial statements for the fiscal year ended December 31, 2017,2020, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2021; and (iii) for 2019, in footnotes 2 and 23 to the audited financial statements for the fiscal year ended December 31, 2019, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018; and (iii) for 2016, in footnotes 2 and 18 to the audited financial statements for the fiscal year ended December 31, 2016, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2017.2020. With respect to stock awards granted in 2018,2021, the table below sets forth the value attributable to performance restricted stock units valued at target achievement. Performance restricted stock units granted in 20182021 may pay out up to 200% of the target award, which would have amounted to the grant date fair values listed as the maximum total grant date fair value for each named executive officer in the table below.

          Name              Total grant date  fair value ($)                  Maximum total grant date fair value ($)     
          

          Rohit Kapoor

        		  4,240,920  8,481,840
          

          Maurizio Nicolelli

        		  829,016  1,658,032
          

          Vikas Bhalla

        		  879,332  1,758,664
          

          Vivek Jetley

        		  713,409  1,426,818
          

          Samuel Meckey

        		  888,317  1,776,634

        EXL 2022 Proxy Statement    

        /

        		    83

        ​​ ​​ ​​ ​ ​​ ​​​
         

         

        		 

        ​Name 



        		​Target Total Grant Date Fair Value ($) 

        		​Maximum Total Grant Date Fair Value ($) 

        		​
         

         

        		 

        Rohit Kapoor

        		  1,973,574  3,947,147  
         

        ​  

        		 

        Vishal Chhibbar

        		 ​483,446 ​966,893 ​
         

         

        		 

        Pavan Bagai

        		  697,215  1,394,430  
         

        ​  

        		 

        Nagaraja Srivatsan

        		 ​392,019 ​784,038 ​
         

         

        		 

        Nalin Miglani

        		  421,618  843,236  
        ​​​​ ​​​ ​​ ​ ​​

        Executive compensation

        (3)

        Reflects the cash incentive bonuses earned in respect of 20182021 and paid in 2019.2022. For details on our annual incentive bonus program, see "Compensation“Compensation Discussion and Analysis—Incentive Bonus"bonus” beginning on page 42.

        72.

        Table of Contents

        (4)
        Reflects the present value of accruals under the Gratuity Plan for Indian Employees.employees. Information regarding our Gratuity Plan (including the assumptions used to calculate these amounts) may be found under "Pension Benefits“Pension benefits for Fiscal Year 2018"fiscal year 2021” beginning on page 57.
        90.

        (5)

        Amount for Mr. Kapoor includes the travel allowance ($13,927) provided for under his employment agreement, to be used for once-a-year business class airfare for himself and his family between the United States and India, ($35,180), costs associated with use of an automobile and driver in India,($2,565), car lease tax preparation assistance in India, contributionsrental ($5,372), contribution to our 401(k) plan ($8,700), and Company-paid life insurance premiums.
        Life Insurance ($504).

        (6)

        Amount for Mr. ChhibbarNicolelli includes contributionscontribution to our 401(k) plan and($8,700), Company-paid life insurance premiums and tax preparation assistance.
        Life Insurance ($504).

        (7)

        Amount for Mr. BagaiBhalla includes housing allowance ($38,699), contributions to Employees'the Employees’ Provident Fund Scheme (a statutorily required defined contribution program for Indian employees) ($15,200)13,491), costs associated with use of an automobile and driver in India ($5,408), and home internet and telephone charges.
        charges ($135).

        (8)

        Amount for Mr. SrivatsanJetley includes contributions to our 401(k) plan ($8,700) and Company-paid life insurance premiums.
        Company paid Life Insurance premiums ($504).

        (9)

        Amount for Mr. MiglaniMeckey includes contributions to our 401(k) plan ($8,700) and Company-paid life insurance premiums.
        Company paid Life Insurance premiums ($504).

        (10) Mr. Nicolelli received $100,000 as the final payment of his joining bonus in 2021.

        Unless otherwise specified, U.S. dollar figures in this proxy statementProxy Statement have been converted from Indian rupees at a rate of 69.7774.33 Indian rupees to $1.00, the Indian rupee to U.S. dollar exchange rate in effect as of December 31, 2018.2021. Some of the information in the Summary Compensation Tables for fiscal years 20162020 and 20172019 was converted using the exchange rates in effect as set forth below:

        Fiscal year                         Rate                                             Exchange rate of INR per US$1                    
          
        2020 December 31, 2020 73.065
          

        2019

        		 December 31, 2019 
        		71.38

        84    

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        		    EXL 2022 Proxy Statement

        ​​​ ​​ ​​ ​ ​​

         

        		 

        ​Fiscal Year 



        		​Rate 

        		​Exchange Rate of INR per US$1 

        		​

        ​  

        		 

        2017

        		 December 31, 2017 ​63.87 ​
        ​ ​​ ​​ ​​ ​​​

         

        		 

        2016

        		 December 31, 2016  67.94  
        ​ ​​​​ ​​ ​​​

        LOGO

        Table of ContentsExecutive compensation

        Grants of Plan-Based Awards Tableplan-based awards table for Fiscal Year 2018fiscal year 2021

        The following table sets forth information concerning grants of stock and option awards and non-equity incentive plan awards granted to our named executive officers during fiscal year 2018:2021:

        ​​​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​

         

        		 

         

        		 ​  Estimated Future Payouts
        Under Non-Equity Incentive
        Plan Awards(1)         



        		Estimated Future Payouts
        Under Equity Incentive
        Plan Awards         



        		​





        		​All Other
        Stock
        Awards:
        Number of
        Shares of
        Stock or





        		​



        		Grant Date
        Fair Value
        of Stock
        and Option



        		​

         

        		 

        ​Name 



        		​Grant
        Date         


        		​Threshold
        ($)         


        		​Target
        ($)         


        		​Maximum
        ($)         


        		​Threshold
        (#)         


        		​Target
        (#)         


        		​Maximum
        (#)         


        		​Units
        (#)         


        		​Awards(5)
        ($)         


        		​

         

        		 

        Rohit Kapoor

        		        1,080,000  2,160,000                 
        ​​​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​

         

        		    2/22/2018              15,003(2) 30,006     908,882  
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

         

        		    2/22/2018              15,002(3) 30,004     1,064,692  
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

         

        		    2/22/2018                    30,005(4) 1,817,703  
        ​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​

        ​  

        		 

        Vishal Chhibbar

        		 ​​ ​​ ​313,459 ​626,918 ​​ ​​ ​​ ​​ ​​ ​
        ​​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​3,675(2)​7,350 ​​ ​222,632 ​
        ​​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​3,675(3)​7,350 ​​ ​260,815 ​
        ​​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​​ ​​ ​7,350(4)​445,263 ​
        ​​​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​

         

        		 

        Pavan Bagai

        		        271,538  543,076                 
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

         

        		    2/22/2018              5,300(2) 10,600     321,074  
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

         

        		    2/22/2018              5,300(3) 10,600     376,141  
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

         

        		    2/22/2018                    10,600(4) 642,148  
        ​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​

        ​  

        		 

        Nagaraja Srivatsan

        		 ​​ ​​ ​331,027 ​662,055 ​​ ​​ ​​ ​​ ​​ ​
        ​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​2,980(2)​5,960 ​​ ​180,528 ​
        ​​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​2,980(3)​5,960 ​​ ​211,491 ​
        ​​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​​ ​ ​ ​ ​ ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​​ ​​ ​5,960(4)​361,057 ​
        ​​​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​

         

        		 

        Nalin Miglani

        		        314,938  629,877                 
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

         

        		    2/22/2018              3,205(2) 6,410     194,159  
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

         

        		    2/22/2018              3,205(3) 6,410     227,459  
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

         

        		    2/22/2018                    6,410(4) 388,318  
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

          Name Grant
        date        		  

         

        Estimated future payouts under
                non-equity incentive plan awards(1)        

        		  Estimated future payouts
        under equity incentive plan awards        		  All other
        stock awards:
        number of
        shares of
        stock or units
        (#)        		  

            Grant Date Fair    
        Value of Stock

        and Option

        Awards(5) ($)

        		 
         

         

        Threshold
        ($)

        		  Target
        ($)        		  Maximum
        ($)        		  Threshold
        (#)        		  Target
        (#)        		  Maximum
        (#)        		 

          Rohit

          Kapoor

        		    1,113,904   3,467,027      
          2/17/21         35,400(3)   2,968,998 
          2/17/21       35,400(2)   70,800    4,240,920 

          Maurizio

          Nicolelli

        		    356,250   554,414      
          2/17/21         6,920(3)   580,380 
          9/1/21         8,121(4)   811,044 
          2/17/21       6,920(2)   13,840    829,016 

          Vikas

          Bhalla

        		    240,988   375,038      
          2/17/21         7,340(3)   615,606 
          9/1/21         12,181(4)   1,216,516 
          2/17/21  

         

         

         

        		 

         

         

         

        		 

         

         

         

        		 

         

         

         

        		  7,340(2)   14,680  

         

         

         

        		  879,332 

          Vivek

          Jetley

        		    311,301   484,463      
          2/17/21         5,955(3)   499,446 
          9/1/21         12,181(4)   1,216,516 
          2/17/21  

         

         

         

        		 

         

         

         

        		 

         

         

         

        		 

         

         

         

        		  5,955(2)   11,910  

         

         

         

        		  713,409 

          Samuel

          Meckey

        		    328,356   511,004      
          2/17/21         7,415(3)   621,896 
          9/1/21         8,121(4)   811,044 
          2/17/21       7,415(2)   14,830    888,317 

        (1)

        These amounts reflect the target and maximum cash incentive bonuses set for 2018.2021. For details of our annual incentive bonus program, see "Compensation“Compensation Discussion and Analysis—Analysis – Incentive Bonus"bonus” beginning on page 42.
        72.

        (2)

        Represents annual awards of Revenue-Linked PRSUs granted under the 2015 Plan, subject to the vesting set forth in footnote 6.
        (3)
        Represents annual awards of Relative TSR-Linked PRSUs granted under the 20152018 Plan, subject to the vesting set forth in footnote 6.
        (4)

        (3) Represents annual awards of restricted stock units granted under the 20152018 Plan, subject to the vesting set forth in footnote 6.

        (4) Represents additional restricted stock units granted to all named executive officers other than our CEO under the 2018 Plan, subject to the vesting set forth in footnote 6.

        (5)

        The grant date fair value of the estimated future payouts for the Relative TSR-Linked PRSUs arereflects time-based restricted stock units valued based on thegrant date fair market value and TSR linked performance-based restricted stock units valued using Monte Carlo value.
        fair market valuation.

        (6)

        The vesting schedules of the stock grants mentioned in the table are as follows for each named executive officer (subject to continued employment through each applicable vesting date):
        .

        ​ ​​​​ ​​ ​​

        EXL 2022 Proxy Statement            		 

        ​Grant Date



        		​Vesting Start Date

        		​Vesting Schedule

        		​

        2/22/2018/

        		 2/22/2018    85 Revenue Linked PRSUs: 100% vesting on 12/31/2020

        Executive compensation

          Grant date                    Vesting start  date                                        Vesting schedule                     
          

        ​  

          2/22/201817/2021

        		  2/22/201817/2021  Relative TSR-Linked PRSUs:
        100% vesting on 12/31/20202023
         ​

          

        2/22/201817/2021

        		  2/22/201817/2021  Restricted Stock Units:
        Vesting over 4 years—Years – 25% each year
          
        ​

        9/1/2021

        		​​ 9/1/2021​​​​ ​​ Restricted Stock Units:
        Vesting over 3 years – 1/3 after 2 years and 2/3 after 3 years

        Employment Agreementsagreements

        In addition to the terms described below, the employment and severance agreements for each of our named executive officers include severance, termination and/or noncompetition


        Table of Contents

        provisions, which are described below under "Potential Payments“Potential payments upon Terminationtermination or Changechange in Controlcontrol at Fiscal 2018 Year-End"fiscal 2021 year-end” beginning on page 58.91. Subsequent to fiscal 2021, we entered into employment agreements with Messrs. Bhalla and Jetley, see “2022 Incentive compensation” on page 79.

        Rohit Kapoor

        Mr. Kapoor serves as our Vice Chairman and CEO, and is based at our executive offices in New York, New York. Our engagement of Mr. Kapoor has been under the terms of employment agreements for over 1315 years. On September 19, 2017, weEffective as of August 3, 2020, the Company entered into ana second amended and restated employment agreement with Mr. Kapoor that became effective on January 1, 2018. That employment agreement(the “Kapoor Agreement”). The Kapoor Agreement provides for an initialemployment term from January 1, 2018that extends until December 31,Mr. Kapoor’s termination or resignation.

        Salary, bonus and equity

        In 2020, and automatically renews for successive one-year periods unless terminated with 120 days prior' notice.

        Salary, Bonus and Equity.Mr. Kapoor'sKapoor’s base salary was increased from $720,000 to $720,000, effective April 1, 2018.$750,000, as documented in the Kapoor Agreement. Mr. Kapoor'sKapoor’s base salary can be increased at our sole discretion and cannot be decreased unless a Company-wide decrease in pay is implemented. Mr. Kapoor can earn an annual cash bonus, with a target of 150% of base salary and a maximum payout of 300%310% of base salary, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Kapoor remains eligible to receive equity-based awards annually during the term, in amounts and forms determined by the Compensation Committee but with vesting terms no less favorable than ratable vesting over four years from the date of grant.his direct reports.

        Personal Benefits.benefits

        We provide Mr. Kapoor with certain personal benefits, including certain club memberships, home office supplies, term life insurance policy (with a face value of $500,000), once-a-year business class airfare between the United States and India for the executive and his family, up to $12,000 for personal tax and estate planning expenses, up to $1,400 per month car allowance, up to $12,000 per year for expenses associated with maintaining an automobile in India (including cost of a driver), personal security for the executive and his family while in India, reimbursement for first-class business travel, and a per diem allowance for certain trips. In addition, his employment agreement entitles him to certain other benefits in the event he is relocated to India, but which are not applicable currently as he maintains a U.S. residency.

        86    

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        		    EXL 2022 Proxy Statement

        LOGO

        Executive compensation

        Mr. Kapoor'sKapoor’s employment agreement also includes severance, termination and noncompetition provisions which are described below under "Potential Payments“Potential payments upon Terminationtermination or Changechange in Controlcontrol at Fiscal 2018 Year-End"fiscal 2021 year-end” beginning on page 58.91.

        Vishal ChhibbarMaurizio Nicolelli

        Mr. ChhibbarNicolelli serves as our Executive Vice President and CFO and was based in India until December 31, 2015. We entered into an employment agreement with him, effective January 1, 2016 which will continue throughout Mr. Chhibbar's employment with the Company.

        Salary, Bonus and Equity.    Mr. Chhibbar's base salary was increased to $450,000, effective April 1, 2018. Mr. Chhibbar's base salary will be reviewed at least annually and may be increased at the discretion of the Board. In addition, under his agreement, Mr. Chhibbar can earn an annual cash bonus, with a target of 75% of base salary and a maximum of 150% of base salary, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Chhibbar is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee. Mr. Chhibbar was entitled to receive $100,000 in connection with his relocation from India to New York, New York in 2016.


        Table of Contents

        Mr. Chhibbar's employment agreement also includes severance, termination and noncompetition provisions which are described below under "Potential Payments upon Termination or Change in Control at Fiscal 2018 Year-End" beginning on page 58.

        Pavan Bagai

        Mr. Bagai serves as our President and Chief Operating Officer, and is based in India. We entered into an employment agreement with him, effective July 31, 2002 and a severance letter, effective March 15, 2011, each of which will continue throughout Mr. Bagai's employment with the Company.

        Salary, Bonus and Equity.    Mr. Bagai's annual fixed compensation, measured in U.S. dollars rather than his home currency of Indian rupees (using an exchange rate of 63.87 INR to 1 USD, which was the exchange rate on December 31, 2017), was increased to $404,077 effective April 1, 2018. Mr. Bagai's annual fixed compensation includes base salary, as well as amounts available as a leave travel allowance, a housing allowance, an automobile allowance, a medical allowance and a cash supplementary allowance. In addition, Mr. Bagai can earn an annual cash bonus, with a target of 75% of annual fixed compensation and a maximum of 150% of annual fixed compensation, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Bagai is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee.

        Mr. Bagai's agreements also includes severance, termination and noncompetition provisions which are described below under "Potential Payments upon Termination or Change in Control at Fiscal 2018 Year-End" beginning on page 58.

        Nagaraja Srivatsan

        Mr. Srivatsan serves as our Executive Vice President and Chief Growth Officer, and is based at our executive offices in New York, New York. We entered into an employment agreement with him, effective December 10, 2016,February 3, 2020, which will continue throughout Mr. Srivatsan'sNicolelli’s employment with the Company.

        Salary, Bonus In connection with his appointment, Mr. Nicolelli received a joining bonus of $225,000, payable in two installments, and Equity.    Mr. Srivatsan's base salary increased to $450,000, effective April 1, 2018. Mr. Srivatsan's base salary will be reviewed at least annually and may be increased at the discretion of the Board. In addition, under his agreement, Mr. Srivatsan can earn an annual cash bonus, with a target of 75% of base salary and a maximum of 150% of base salary, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Srivatsan is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee. Mr. Srivatsan's employment agreement provided for: (i) an initial equity awardgrant of 18,000 restricted stock units of the Company’s common stock with a fair market value of $425,000, which will vest in 2017 that vest according to the schedule described below under "Outstanding Equity Awards at Fiscal 2018 Year-End"four equal, annual installments beginning on page 56the first anniversary of the grant date.

        Salary, bonus and (ii) a one-time joining bonus in 2017 of $200,000.equity

        Mr. Nicolelli’s base salary was set at $475,000 upon his hire in 2020 and is subject to review on an annual basis. In addition, Mr. Nicolelli can earn an annual cash bonus, with a target of 75% of base salary, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Nicolelli is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee.

        Mr. Srivatsan's employment agreementNicolelli’s agreements also includes severance, termination and noncompetition provisions which are described below under "Potential Payments“Potential payments upon Terminationtermination or Changechange in Controlcontrol at Fiscal 2018 Year-End"fiscal 2021 year-end” beginning on page 58.91.

        Nalin MiglaniVikas Bhalla

        Mr. MiglaniBhalla serves as our Executive Vice President and Chief Human Resources Officer,Business Head, Insurance, and is based in Delhi, India. We entered into an employment agreement with him, effective April 28, 2001 and a severance letter, effective March 15, 2011, each of which will continue throughout Mr. Bhalla’s employment with the Company. Subsequent to fiscal 2021, we entered into an employment agreement with Mr. Bhalla that supersedes his prior agreements, see “2022 Incentive compensation” on page 79.

        Salary, bonus and equity

        Mr. Bhalla’s annual fixed compensation, measured in his home currency of Indian rupees set at 1,659,382 Indian rupees when his employment agreement was first executed in 2001 and is subject to review on an annual basis. Mr. Bhalla’s annual fixed compensation includes base salary, as well as amounts available as a leave travel allowance, a housing allowance, an automobile allowance, a medical allowance and a cash supplementary allowance. In addition, Mr. Bhalla can earn an annual cash bonus, with a target of 75% of annual fixed compensation, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Bhalla is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee.

        Mr. Bhalla’s agreements also includes severance, termination and noncompetition provisions which are described below under “Potential payments upon termination or change in control at fiscal 2021 year-end” beginning on page 91.

        Samuel Meckey

        Mr. Meckey serves as our Executive Vice President and Business Head, Healthcare, and is based at our executive offices in New York, New York. We entered into an employment agreement with him, effective December 1, 2014,November 5, 2018, which will continue throughout Mr. Miglani'sMeckey’s employment with the Company.


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        		    87

        Table of ContentsExecutive compensation

        Salary, Bonusbonus and Equity.    Mr. Miglani's base salary increased to $450,000, effective April 1, 2018 and may be further increased from time to time by our Board. While employed, Mr. Miglani can earn an annual cash bonus, with a target of 75% of base salary and a maximum of 150% of base salary, based upon attainment of performance criteria determined by our Compensation Committee. Mr. Miglani is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee. Mr. Miglani's employment agreement provided for: (i) an initial equity award of 20,000 restricted stock units that will vest according to the schedule described below under "Outstanding Equity Awards at Fiscal 2018 Year-End" beginning on page 56 and (ii) a one-time joining bonus of $200,000 half of which was paid on the commencement of his employment and the other half paid in March 2015, based on his continued service with the Company. Mr. Miglani received $100,000 in connection with his relocation from Amsterdam to New York in 2014.

        Mr. Meckey’s base salary was set at $425,000 when his employment agreement was first executed in 2018 and is subject to review on an annual basis. In addition, Mr. Meckey can earn an annual cash bonus, with a target of 75% of base salary, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Meckey is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee.

        Mr. Miglani's employment agreementMeckey’s agreements also includes severance, termination and noncompetition provisions which are described below under "Potential Payments“Potential payments upon Terminationtermination or Changechange in Controlcontrol at Fiscal 2018 Year-End"fiscal 2021 year-end” beginning on page 58.91.

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        		    EXL 2022 Proxy Statement


        LOGO

        Table of ContentsExecutive compensation

        Outstanding Equity Awards at Fiscal 2018 Year-End

        The following table sets forth theOutstanding equity awards we have made to our named executive officers that were outstanding as of December 31, 2018:

        ​​​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​

         

        		 

         

        		 Option Awards 

        		Stock Awards 

        		​

         

        		 

        ​Name 



        		​Option /
        Stock
        Award
        Grant Date         




        		​Number of
        Securities
        Underlying
        Unexercised
        Options (#)
        Exercisable(1)         






        		​Number of
        Securities
        Underlying
        Unexercised
        Options (#)
        Unexercisable         






        		​Option
        Exercise
        Price ($)         



        		​Option
        Expiration
        Date         



        		​Number
        of
        Shares
        or Units
        of Stock
        That
        Have
        Not
        Vested
        (#)(2)         










        		​Market
        Value of
        Shares or
        Units of
        Stock
        That Have
        Not
        Vested
        ($)(4)         









        		​Equity
        Incentive
        Plan Awards:
        Number of
        Unearned
        Shares, Units
        or Other
        Rights That
        Have Not
        Vested
        (#)(3)         











        		​Equity
        Incentive Plan
        Awards: Market
        or Payout
        Value of
        Unearned
        Shares, Units or
        Other Rights
        That Have Not
        Vested
        ($)(4)         











        		​

        ​  

        		 

        Rohit

        		 ​2/7/2012 ​47,500 ​— ​24.77 ​2/7/2022 ​​ ​​ ​​ ​​ ​

        ​  

        		 

        Kapoor

        		 ​2/26/2015 ​​ ​​ ​​ ​​ ​9,375(a)​493,313 ​​ ​​ ​

        ​  

        		 

        ​

        		 ​2/24/2016 ​​ ​​ ​​ ​​ ​18,750(a)​986,625 ​​ ​​ ​

        ​  

        		 

        ​

        		 ​2/23/2017 ​​ ​​ ​​ ​​ ​23,917(a)​1,258,513 ​​ ​​ ​

        ​  

        		 

        ​

        		 ​2/23/2017 ​​ ​​ ​​ ​​ ​​ ​​ ​31,890(c)​1,678,052 ​

        ​  

        		 

        ​

        		 ​2/23/2017 ​​ ​​ ​​ ​​ ​​ ​​ ​31,888(d)​1,677,947 ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​30,005(a)​1,578,863 ​​ ​​ ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​​ ​​ ​15,003(e)​789,458 ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​​ ​​ ​15,002(e)​789,405 ​

         

        		 

        Vishal

        		  6/1/2009  33,000  —  9.59  6/1/2019              

         

        		 

        Chhibbar

        		  2/26/2015              3,000(b) 157,860        

         

        		    2/24/2016              3,500(a) 184,170        

         

        		    2/23/2017              5,457(a) 287,147        

         

        		    2/23/2017                    7,276(c) 382,863  

         

        		    2/23/2017                    7,274(d) 382,758  

         

        		    2/22/2018              7,350(a) 386,757        

         

        		    2/22/2018                    3,675(e) 193,379  

         

        		    2/22/2018                    3,675(e) 193,379  

        ​  

        		 

        Pavan

        		 ​2/26/2015 ​​ ​​ ​​ ​​ ​5,000(b)​263,100 ​​ ​​ ​

        ​  

        		 

        Bagai

        		 ​2/24/2016 ​​ ​​ ​​ ​​ ​6,250(a)​328,875 ​​ ​​ ​

        ​  

        		 

        ​

        		 ​2/23/2017 ​​ ​​ ​​ ​​ ​8,625(a)​453,848 ​​ ​​ ​

        ​  

        		 

        ​

        		 ​2/23/2017 ​​ ​​ ​​ ​​ ​​ ​​ ​11,500(c)​605,130 ​

        ​  

        		 

        ​

        		 ​2/23/2017 ​​ ​​ ​​ ​​ ​​ ​​ ​11,500(d)​605,130 ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​10,600(a)​557,772 ​​ ​​ ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​​ ​​ ​5,300(e)​278,886 ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​​ ​​ ​5,300(e)​278,886 ​

         

        		 

        Nagaraja

        		  12/15/2016              9,000(a) 473,580        

         

        		 

        Srivatsan

        		  2/23/2017              4,950(a) 260,469        

         

        		    2/23/2017                    6,600(c) 347,292  

         

        		    2/23/2017                    6,600(d) 347,292  

         

        		    2/22/2018              5,960(a) 313,615        

         

        		    2/22/2018                    2,980(e) 156,808  

         

        		    2/22/2018                    2,980(e) 156,808  

        ​  

        		 

        Nalin

        		 ​2/26/2015 ​​ ​​ ​​ ​​ ​2,400(b)​126,288 ​​ ​​ ​

        ​  

        		 

        Miglani

        		 ​2/24/2016 ​​ ​​ ​​ ​​ ​3,000(a)​157,860 ​​ ​​ ​

        ​  

        		 

        ​

        		 ​2/23/2017 ​​ ​​ ​​ ​​ ​5,363(a)​282,201 ​​ ​​ ​

        ​  

        		 

        ​

        		 ​2/23/2017 ​​ ​​ ​​ ​​ ​​ ​​ ​7,150(c)​376,233 ​

        ​  

        		 

        ​

        		 ​2/23/2017 ​​ ​​ ​​ ​​ ​​ ​​ ​7,150(d)​376,233 ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​6.410(a)​337,294 ​​ ​​ ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​​ ​​ ​3,205(e)​168,647 ​

        ​  

        		 

        ​

        		 ​2/22/2018 ​​ ​​ ​​ ​​ ​​ ​​ ​3,205(e)​168,647 ​
        ​ ​​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​
        (1)
        The stock option awards for Mr. Kapoor became vested in increments of 25% on each of the first, second, third and fourth anniversaries of the grant date, generally subject to continued employment through each applicable vesting date. For Mr. Chhibbar, 10% of the options vested on the first anniversary of the grant date, an additional 20% of the options vested on the second anniversary of the grant date, an additional 30% of the options vested on the third anniversary of the grant date and the remaining 40% of the options vested on the fourth anniversary of the grant date, generally subject to continued employment through each applicable vesting date.

        at fiscal 2021 Table of Contentsyear-end

        (2)
        The

         Name

        		  
        		Stock award
        grant date
                 		  


        		Number of shares or
        units of stock that
        have not vested
        (#)(1)        		 
         

                 		  

        		Market value of shares or
        units of stock that have
        not vested ($)(5)

                 		  


        		Equity incentive plan awards:
        number of unearned shares,
        units or other rights that have
        not vested (#)(4)        		 
         
         
                 		  


        		Equity incentive plan awards: market
        or payout value of  unearned shares,
        units or other rights that have not
        vested ($)(5)


         

         Rohit

         Kapoor

        		     
          2/22/2018   7,502   1,086,065   
          2/20/2019   14,455   2,092,650   
          2/20/2020   17,640   2,553,743   
          2/20/2020     42,660(a)   6,175,888 
          2/20/2020     42,660(b)   6,175,888 
          2/17/2021   35,400   5,124,858   
           2/17/2021           35,400(c)   5,124,858 

         Maurizio

         Nicolelli

        		  2/3/2020   4,424   640,462   
          2/19/2020   3,274   473,977   
          2/19/2020     4,366(a)   632,066 
          2/19/2020     4,364(b)   631,776 
          2/17/2021   6,920   1,001,808   
          2/17/2021     6,920(c)   1,001,808 
           9/1/2021   8,121(2)   1,175,677         

         Vikas

         Bhalla

        		  2/22/2018   1,664   240,897   
          2/20/2019   3,415   494,390   
          2/19/2020   6,225   901,193   
          2/19/2020     8,300(a)   1,201,591 
          2/19/2020     8,300(b)   1,201,591 
          2/17/2021   7,340   1,062,612   
          2/17/2021     7,340(c)   1,062,612 
           9/1/2021   12,181(2)   1,763,443         

         Vivek

         Jetley

        		  2/22/2018   590   85,414   
          2/20/2019   1,445   209,193   
          10/22/2019   4,567(3)   661,165   
          2/19/2020   3,274   473,977   
          2/19/2020     4,366(a)   632,066 
          2/19/2020     4,364(b)   631,776 
          2/17/2021   5,955   862,105   
          2/17/2021     5,955(c)   862,105 
           9/1/2021   12,181(2)   1,763,443         

         Samuel

         Meckey

        		  11/8/2018   2,127   307,926   
          2/20/2019   2,685   388,707   
          2/19/2020   4,924   712,847   
          2/19/2020     6,566(a)   950,560 
          2/19/2020     6,564(b)   950,270 
          2/17/2021   7,415   1,073,470   
          2/17/2021     7,415(c)   1,073,470 
           9/1/2021   8,121(2)   1,175,677         

        (1) Unless otherwise noted, this column represents annual restricted stock unit awards in this tablethat vest and convert to shares in accordance with the following schedulesschedule (generally subject to continued employment through each applicable vesting date):

        (a)
        25% of the restricted stock units vest on each of the first, second, third and fourth anniversaries of the grant date.
        (b)
        10%

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        		    89

        Executive compensation

        (2) These restricted stock unit awards vest and convert to shares in accordance with the following schedule (generally subject to continued employment through each applicable vesting date): 1/3 of the restricted stock units vest on the first anniversary of the grant date, an additional 20% of the options vest on the second anniversary of the grant date an additional 30% ofwith the options vestremaining 2/3 vesting on the third anniversary of the grant datedate.

        (3) These restricted stock unit awards vest and convert to shares in accordance with the remaining 40%following schedule (generally subject to continued employment through each applicable vesting date): 50% of the optionsrestricted stock units vested on October 22, 2021 and 50% vest on the fourth anniversary of the grant date.

        (3)
        October 22, 2022.

        (4) The performance restricted stock unit awards in this table vest and convert to shares in accordance with the following schedules (generally subject to continued employment through the applicable vesting date and achievement of applicable performance goals):

        (c)

        (a) 100% of the restricted stock units vest on December 31, 2019.2022. This amount represents the 20172020 Revenue-Linked PRSUs and reflects maximum performance.

        (d)

        (b) 100% of the restricted stock units vest on December 31, 2019.2022. This amount represents the 20172020 Relative TSR-Linked PRSUs and reflects maximum performance.

        (e)

        (c) 100% of the restricted stock units vest on December 31, 2020.2023. This amount represents 2018 performance-based2021 Relative TSR-Linked PRSUs and reflects target performance.

        (4)

        (5) The price used in determining the market values set forth in this table is $52.62,$144.77, which was the closing price of our stock on December 31, 2018.

        2021.

        Option Exercisesexercises and Stock Vested During Fiscal Year 2018stock vested during fiscal year 2021

        The following table provides additional information about the value realized by our named executive officers on option award exercises and stock award vesting during fiscal year 2018:2021:

        ​​​ ​​ ​​​ ​ ​​​ ​​ ​ ​​

         

        		 

        ​

        		 ​
        		Option Awards
        		​
        		Stock Awards
        		​
        ​ ​ ​ ​ ​​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​

         

        		 

        ​Name 



        		​Number of Shares
        Acquired on Exercise
        (#)         



        		​Value Realized
        on Exercise
        ($)         



        		​Number of Shares
        Acquired
        on Vesting
        (#)         




        		​Value Realized
        on Vesting
        ($)         



        		​

        ​  

        		 

        Rohit Kapoor

        		 ​— ​— ​49,877 ​2,960,150 ​

         

        		 

        Vishal Chhibbar

        		  9,000  470,850  11,190  663,948  

        ​  

        		 

        Pavan Bagai

        		 ​— ​— ​18,944 ​1,123,512 ​

         

        		 

        Nagaraja Srivatsan

        		  —  —  6,150  347,969  

        ​  

        		 

        Nalin Miglani

        		 ​— ​— ​15,292 ​900,960 ​
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

         Option awardsStock awards
         NameNumber of shares
        acquired on
        exercise

        Value realized on
        exercise

        ($)

        		Number of shares
        acquired on
        vesting

        Value realized on
        vesting

        ($)

            

         Rohit Kapoor

        		——67,1076,850,980
            

         Maurizio Nicolelli

        		——2,565206,664
            

         Vikas Bhalla

        		——15,9111,624,588
            

         Vivek Jetley

        		6,500433,48111,7591,285,497
            

         Samuel Meckey

        		——12,2661,378,072

        Pension Benefits For Fiscal Year 2018benefits for fiscal year 2021

        The following table discloses the present value of accumulated benefits payable to each of the named executive officers and the years of service credited to each named executive under the Gratuity Plan for Indian Employees as of December 31, 2018:

        ​ ​​ ​​ ​​​ ​​ ​ ​​ ​ ​​

         

        		 

        ​Name 



        		​Plan Name 

        		​Number of Years
        Credited Service
        (#)(1)         



        		​Present Value
        of Accumulated
        Benefit ($)         



        		​Payments During
        Last Fiscal Year
        ($)         



        		​

        ​  

        		 

        Pavan Bagai

        		 Gratuity Plan for Indian Employees(2) ​16 ​100,330 ​​ ​
        ​ ​​ ​​​​ ​ ​​​ ​​ ​ ​​

          Name  Plan nameNumber of
        years credited
        service (#)(1)        		Present value
        of accumulated
        benefit ($)        		Payments during
        last fiscal year
        ($)
            

          Vikas Bhalla

        		  Gratuity Plan for Indian Employees(2)21116,473—

        (1)

        Consists of the number of years of service credited as of December 31, 20182021 for the purpose of determining benefit service under the Gratuity Plan. Credited service is determined based on the completed years of continuous employment (rounded to the nearest whole number of years) with the Company since the executive'sexecutive’s date of hire.

        (2)

        Liabilities with regard to the Gratuity Plans arePlan is determined by actuarial valuation using the projected unit credit method. Under this method, we determine our liability based upon the discounted value of salary increases until the date of separation arising from retirement, death, resignation or other termination of services. Critical assumptions used in measuring the plan expense and projected liability under the projected unit credit method include the discount rate, expected return on assets and the expected increase in the compensation rates. Details regarding the assumptions used in the calculation of these amounts are included in footnote 2119 to the audited financial statements for the fiscal year ended December 31, 20182021 included in the 20182021 Form 10-K.

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        LOGO

        Executive compensation

        Table of Contents

        We are required to provide all Indian employees with benefits under the Gratuity Plan, a defined benefit pension plan in India. Distributions from the Gratuity Plan are made in a single lump sum following retirement from the Company. An executive'sexecutive’s benefit under the Gratuity Plan is determined at any time as the executive'sexecutive’s annual base salary (determined based on the executive'sexecutive’s most recent monthly base salary) divided by 26, multiplied by 15, and the product multiplied by the executive'sexecutive’s completed years of continuous service with the Company. An executive has a vested and nonforfeitable right to payment of his accrued Gratuity Plan benefit only after five years of service. The present value of Mr. Bagai'sBhalla’s accumulated benefits has been determined based on his monthly basic salary ratesrate in effect on December 31, 2018,2021, which iswas approximately $10,869.$9,614.

        Potential Paymentspayments upon Terminationtermination or Changechange in Controlcontrol at Fiscal 2018 Year-Endfiscal 2021 year-end

        The following tables summarize the amounts payable to each named executive officer upon a change in control or termination of his employment with us on December 31, 2018.2021. In calculating potential payments for purposes of this disclosure, we have quantified our equity-based payments using the closing stock price on December 31, 2018,2021, which was $52.62. Certain defined$144.77. Some of the capitalized terms used in the employment agreements for our named executive officers are defined followingin the description of Mr. Miglani's potential payments.section entitled “Certain defined terms” on page 98.

        Rohit Kapoor

        Cash Severance.severance

        If Mr. Kapoor'sKapoor’s employment were terminated by us without "cause"“cause” or by the executive for "good reason"“good reason” or by “retirement” (in each case, as described below) on December 31, 2018,2021, he would have been entitled to cash severance consisting of:

          >

          except in the case of retirement, continuation of his base salary for 24 months;

          >

        except in the case of retirement, his actual bonus, if any, earned for the year of termination, determined as if he had been employed for the full year of termination, paid ratably over the remaining period of base salary payments;

        >

        any unpaid bonus amounts from prior periods;

        >

        any accrued but unpaid base salary and vacation days or unreimbursed expenses;

        >

        costs of continued COBRA coverage under the Company'sCompany’s group health plan on behalf of the executive and his eligible dependents (described in more detail below), until the earlier of (x) the 18-month anniversary of termination and (y) the date the executive becomes eligible to receive comparable benefits from a subsequent employer; and

        >

        except in the case of retirement, continuation of life insurance coverage until the earlier of (x) the 18-month anniversary of termination and (y) the date the executive commences employment with a subsequent employer.

        Change-in-Control Cash Severance.Change-in-control cash severance

        If Mr. Kapoor'sKapoor’s employment is terminated by us without "cause"“cause” or by the executive for "good reason"“good reason” (in each case, as described above) within 12 months following a "change“change in control"control” or in specific contemplation of a change in control, the executive will receive, in lieu of the cash severance described above, (1) a lump sum payment equal to 24 months of base salary and (2) his actual bonus, if any, earned for the year of termination, determined as if he had been employed for the full year of termination, paid ratably over the remaining period of base salary payments.

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        Executive compensation

        Death or Disability.disability

        If Mr. Kapoor'sKapoor’s employment terminates due to his death or is terminated by either the executive or us due to his disability, he (or his estate) will be entitled to a prorated portion of his projected bonus amount for the year of termination.


        Table of Contents

        Noncompetition and Nonsolicitation Provisions.non-solicitation provisions

        Mr. Kapoor is subject to confidentiality and nondisparagementnon-disparagement restrictions at all times, as well as noncompetition and nonsolicitationnon-solicitation restrictions during his employment and for one year thereafter.

        Annual Equity Awards.equity awards

        If Mr. Kapoor'sKapoor’s employment is terminated by us without cause or by Mr. Kapoor for good reason, Mr. Kapoor shallwill be treated as if he was still employed by the Company for a period of two yearstwenty-seven months following the termination date. On a "change“change in control"control” (as defined in the 2006 Plan, 2015 Plan, or 20152018 Plan, as applicable), retirement (as defined below), or on death, Mr. Kapoor'sKapoor’s outstanding annual equity awards will vest as described below:

          >

          Time-Vested RSUs:RSUs

          If a change in control occurs prior to the end of the four-year vesting period, Mr. Kapoor'sKapoor’s Time-Vested RSUs will be advanced by one year. In addition, all of Mr. Kapoor'sKapoor’s outstanding Time-Vested RSUs will become fully vested if he is terminated without cause in specific contemplation of or within 12 months following a change in control, or he voluntarily terminates his employment for good reason within 12 months following a change in control. If Mr. Kapoor dies before the end of the four-year vesting period, all of Mr. Kapoor'sKapoor’s outstanding Time-Vested RSUs will become fully vested.

          >
          If Mr. Kapoor retires and the applicable award has been outstanding for at least 6 months, Mr. Kapoor will become fully vested in any unvested RSUs that would have vested within the next 12 months absent his retirement.

          Revenue-Linked PRSUs:PRSUs

          If a change in control occurs prior to the end of the performance period, 100% of target of Mr. Kapoor'sKapoor’s Revenue-Linked PRSUs will be deemed earned, will be subject to a three-year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Kapoor'sKapoor’s outstanding Revenue-Linked PRSUs will become fully vested if, (i) he is terminated without cause in specific contemplation of or within 12 months following a change in control; (ii) he voluntarily terminates his employment for good reason within 12 months following a change in control; or (iii) he dies following a change in control. If Mr. Kapoor dies prior to the end of the performance period and no change in control has occurred, Mr. Kapoor will become vested in a portion of the outstanding Revenue-Linked PRSUs equal to (x) the number of completed full months during the three-year performance period up to the date of Mr. Kapoor'sKapoor’s death divided by (y) 36 multiplied by (z) 100% of Mr. Kapoor'sKapoor’s Revenue-Linked PRSUs. If Mr. Kapoor retires and the award has been outstanding for at least 6 months, Mr. Kapoor will become vested in a portion of the outstanding Revenue-Linked PRSUs equal to (x) the number of years of service completed by Mr. Kapoor from the grant date (rounding up to the closest whole number) divided by (y) 3 multiplied by (z) the number of Revenue-Linked PRSUs earned based on actual performance.

          92    

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          		    EXL 2022 Proxy Statement

        LOGO

        Executive compensation

        >

        Relative TSR-Linked PRSUs: PRSUs

        If a change in control occurs on or prior to the first anniversary of the grant date, 100% of target of Mr. Kapoor'sKapoor’s Relative TSR-Linked PRSUs will be deemed earned. If a change in control occurs after the first anniversary of the grant date, the performance period will be deemed to end on the date of the change in control and the Compensation Committee shallwill determine the number of earned Relative TSR-Linked PRSUs based on the TSR of the Company and the peer group as of such date. In either scenario, the Relative TSR-Linked PRSUs that are deemed earned will be subject to a three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Kapoor'sKapoor’s outstanding Relative TSR-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he (i) voluntarily terminates his employment for good reason or (ii) dies. If Mr. Kapoor dies prior to the end of the performance period and no change in control has occurred, Mr. Kapoor will become vested in a portion of the outstanding Relative TSR-Linked PRSUs equal to (x) the number of completed full months during the 3 year performance period up to the date of Mr. Kapoor'sKapoor’s death divided by (y) 36 multiplied by (z) 100% of Mr. Kapoor'sKapoor’s Relative TSR-Linked PRSUs.

        If Mr. Kapoor retires and the award has been outstanding for at least 6 months, Mr. Kapoor will become vested in a portion of the outstanding Revenue-Linked PRSUs equal to (x) the number of years of service completed by Mr. Kapoor from the grant date (rounding up to the closest whole number) divided by (y) 3 multiplied by (z) the number of Revenue-Linked PRSUs earned based on actual performance.

        Release of Claims.claims

        Mr. Kapoor'sKapoor’s severance payments and termination-related equity acceleration are subject to his execution of a release of claims against us, his not having committed a material breach of the restrictive covenants that has remained uncured for


        Table of Contents

        15 days after we have given him notice of such breach and his resignation from the board of directors and all committees thereof, if requested by the Company.

        Code Section 280G.280G

        Mr. Kapoor'sKapoor’s employment agreement also contains a "modified cut-back"“modified cut-back” provision such that any payments that constitute "excess“excess parachute payments"payments” under Section 280G of the Code will be reduced to an amount that does not trigger the applicable excise taxes, to the extent such reduced amount is larger than the amount Mr. Kapoor would have received on a present-value net-after-tax basis (including excise taxes) absent such a reduction.

        EXL 2022 Proxy Statement    

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        		    93

        Executive compensation

        Indicative Payoutspayouts for Rohit Kapoor

        ​ ​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​

         

        		 

        ​Payments upon
        Termination         




        		​Death Prior
        to a
        Change in
        Control
        ($)         





        		​Death After
        a Change
        in Control
        ($)         




        		​Disability
        ($)         


        		​Termination
        for Good
        Reason or
        Without
        Cause
        ($)         






        		​Change in
        Control
        ($)         



        		​Termination Without Cause or
        for Good Reason Following
        Change in Control or
        Termination Without Cause in
        Specific Contemplation of
        Change in Control
        ($)         







        		​

        ​  

        		 

        Base salary payout

        		 ​— ​— ​— ​1,440,000 ​— ​1,440,000 ​

         

        		 

        Bonus payout

        		  532,748  532,748  532,748  532,748  —  532,748  

        ​  

        		 

        Life insurance

        		 ​— ​— ​— ​2,448 ​— ​2,448 ​

         

        		 

        Health insurance

        		  —  —  —  35,486  —  35,486  

        ​  

        		 

        Restricted stock units

        		 ​4,317,300 ​4,317,300 ​— ​3,108,369 ​1,800,841 ​4,317,300 ​

         

        		 

        Performance restricted stock units

        		  1,644,957  3,077,881  —  3,256,862(1) 2,551,646  3,077,881  
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​

         Payments upon

         termination

        		 

        Death prior to a
        change in

        control

        ($)

        		 

        Death after a

        change in

        control

        ($)

        		 

        Disability

        ($)

        		  

        Termination for
        good reason or
        without cause

        ($)

        		  

        Change in

        control

        ($)

        		  

        Termination
        without cause or for
        good reason
        following change

        in control or
        termination

        without cause in
        specific
        contemplation of
        change in

        control

        ($)

        		 
              

         Base salary payout

        		  —     —     —     1,500,000     —     1,500,000   
              

         Bonus payout

        		  2,050,000   2,050,000   2,050,000     2,050,000     —     2,050,000   
              

         Life insurance

        		  —   —   —     4,239     —     4,239   
              

         Health insurance

        		  —   —   —     37,936     —     37,936   
              

         Restricted stock units

        		  10,857,316   10,857,316   —     9,576,101     4,264,852     10,857,316   
              

         Performance restricted

         stock units

        		  11,300,746   14,388,690   —     11,300,746(1)     12,680,575     14,388,690   

        (1)

        As described above, upon his termination for good reason or without cause, Mr. Kapoor is treated as having continued his employment for two additional years for purposes of his annual equity awards. The information in this table was calculated assuming target performance over the additional two year-period, however, the actual payment would depend upon the Company'sCompany’s actual performance following Mr. Kapoor'sKapoor’s termination.

        Vishal ChhibbarMaurizio Nicolelli

        Either Mr. ChhibbarNicolelli or we may terminate Mr. Chhibbar'sNicolelli’s employment at any time (though we must give Mr. Chhibbarwith 30 days'days’ notice (or 90 days’ notice if the termination is without "cause" andby Mr. Chhibbar must give us 90 days' advance notice upon any resignation)Nicolelli). If Mr. Chhibbar's employment with the CompanyNicolelli is terminated by the Companyus without "cause"“cause” (other than due to death or bydisability), or if Mr. ChhibbarNicolelli resigns for "good reason," as summarized below,“good reason”, Mr. ChhibbarNicolelli will receive a cash severance payment equal to 12 monthstwelve months’ of his then-current base salary, with 25% payable as a lump sum paymenton the first payroll date at least 10 days following termination and the remaining 75%remainder payable in accordance with the Company's regular payroll practices.nine equal monthly installments.

        On a "change“change in control"control” (as defined in the 2006 Plan2018 Plan) or 2015 Plan, as applicable) or on death, Mr. Chhibbar'sNicolelli’s outstanding equity awards will vest as described below:

        LOGO

        Executive compensation

        >

        Revenue-Linked PRSUs:If a change in control occurs prior to the end of the performance period, 100% of Mr. Chhibbar'sNicolelli’s Revenue-Linked PRSUs will be deemed earned, will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Chhibbar's


        Table of Contents

            Nicolelli’s outstanding Revenue-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he (i) terminates his employment for good reason or, (ii) dies. If Mr. ChhibbarNicolelli dies prior to the end of the performance period and no change in control has occurred, Mr. ChhibbarNicolelli will become vested in a portion of the outstanding Revenue-Linked PRSUs equal to (x) the number of completed full months during the 3 year performance period up to the date of Mr. Chhibbar'sNicolelli’s death divided by (y) 36 multiplied by (z) 100% of Mr. Chhibbar'sNicolelli’s Revenue-Linked PRSUs. If Mr. Nicolelli retires with at least 10 years of service and the award has been outstanding for at least 6 months, Mr. Nicolelli will become vested in a portion of the outstanding Revenue-Linked PRSUs equal to (x) the number of years of service completed by Mr. Nicolelli from the grant date (rounding up to the closest whole number) divided by (y) 3 multiplied by (z) the number of Revenue-Linked PRSUs earned based on actual performance. If Mr. Nicolelli retires with at least 5 years of service but less than 10, the number of vested Revenue-Linked PRSUs will be calculated as described in the preceding sentence and then reduced by 50%.

          >

        Relative TSR-Linked PRSUs: PRSUs:If a change in control occurs on or prior to the first anniversary of the grant date, 100% of Mr. Chhibbar'sNicolelli’s Relative TSR-Linked PRSUs will be deemed earned. If a change in control occurs after the first anniversary of the grant date, the performance period will be deemed to end on the date of the change in control and the Compensation Committee shallwill determine the number of earned Relative TSR-Linked PRSUs based on the TSR of the Company and the peer group as of such date. In either scenario, the Relative TSR-Linked PRSUs that are deemed earned will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Chhibbar'sNicolelli’s outstanding, earned TSR-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he (i) voluntarily terminates his employment for good reason or, (ii) dies. If Mr. ChhibbarNicolelli dies prior to the end of the performance period and no change in control has occurred, Mr. ChhibbarNicolelli will become vested in a portion of the outstanding Relative TSR-Linked PRSUs equal to (x) the number of completed full months during the 3 year performance period up to the date of Mr. Chhibbar'sNicolelli’s death divided by (y) 36 multiplied by (z) 100% of Mr. Chhibbar'sNicolelli’s Relative TSR-Linked PRSUs. If Mr. Nicolelli retires with at least 10 years of service and the award has been outstanding for at least 6 months, Mr. Nicolelli will become vested in a portion of the outstanding Relative TSR-Linked PRSUs equal to (x) the number of years of service completed by Mr. Nicolelli from the grant date (rounding up to the closest whole number) divided by (y) 3 multiplied by (z) the number of Relative TSR-Linked PRSUs earned based on actual performance. If Mr. Nicolelli retires with at least 5 years of service but less than 10, the number of vested Relative TSR-Linked PRSUs will be calculated as described in the preceding sentence and then reduced by 50%.

        Mr. Chhibbar'sNicolelli’s severance payments and termination-related equity acceleration are subject to his execution of a waiver and release of claims against us. Mr. ChhibbarNicolelli is subject to confidentiality restrictions at all times, as well as noncompetition nondisparagement and nonsolicitation restrictions duringfor two years following termination of his employment and for one year thereafter.employment.

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        		    95

        Executive compensation

        Indicative Payouts of Vishal Chhibbarfor Maurizio Nicolelli

        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​

         

        		 

        ​Payments upon
        Termination         




        		​Death
        Prior to a
        Change
        in Control
        ($)         





        		​Death
        After a
        Change
        in Control
        ($)         





        		​Termination for
        Good Reason or
        Without Cause
        ($)         




        		​Change in
        Control
        ($)         



        		​Termination Without Cause or for Good
        Reason Following Change in Control or
        Termination Without Cause in Specific
        Contemplation of Change in Control
        ($)         





        		​

        ​  

        		 

        Base salary payout

        		 ​— ​— ​450,000 ​— ​450,000 ​

         

        		 

        Restricted stock units

        		  1,015,934  1,015,934  —  442,337  1,015,934  

        ​  

        		 

        Performance restricted stock units

        		 ​384,126 ​728,740 ​— ​599,834 ​728,740 ​
        ​ ​​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​

         Payments upon

         termination

        		 

        Death prior to a
        change in control

        ($)

        		 

        Death after a
        change in control

        ($)

        		 

        Termination for
        good reason or
        without cause

        ($)

        		 

        Change in

        control

        ($)

        		 

        Termination
        without cause or

        for good reason
        following change

        in control or
        termination

        without cause in

        specific

        contemplation of
        change in control

        ($)

             

         Base salary payout

        		  —      —      475,000      —      475,000    
             

         Restricted stock units

        		  3,291,925   3,291,925   —   621,896   3,291,925 
             

         Performance restricted stock units

        		  755,205   1,949,618   —   1,615,715   1,949,618 

        Pavan BagaiVikas Bhalla

        Either Mr. BagaiBhalla or we may terminate Mr. Bagai'sBhalla’s employment at any time with three months'months’ notice (or pay three months'months’ salary in lieu of notice). If Mr. BagaiBhalla is terminated by us without "cause"“cause” (other than due to disability) at any time following a change in control or in specific contemplation of a change in control, or if Mr. BagaiBhalla resigns for "good reason"“good reason” after at least six months following a "change“change in control"control” (as defined in the 2015 Plan), Mr. BagaiBhalla will receive a cash severance payment equal to twelve months'months’ of his then-current annual fixed compensation, payable in twelve equal monthly installments.


        Table of Contents

        On a "change“change in control"control” (as defined in the 2006 Plan or 2015 Plan, as applicable)2018 Plan) or death, Mr. Bagai'sBhalla’s outstanding equity awards will vest in the same manner as described for Mr. Chhibbar'sNicolelli’s outstanding equity awards beginning on page 60.94, except that his restricted stock units granted in September 2021 will not vest if he terminates his employment for good reason following a change in control.

        Mr. Bagai'sBhalla’s severance payments and termination-related equity acceleration are subject to his execution of a waiver and release of claims against us. Mr. BagaiBhalla is subject to confidentiality restrictions at all times, as well as noncompetition and nonsolicitation restrictions for two years following termination of his employment.

        Indicative Payoutspayouts for Pavan BagaiVikas Bhalla

        ​​​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​

         

        		 

        ​Payments upon
        Termination         




        		​Death
        Prior to a
        Change
        in Control
        ($)         





        		​Death
        After a
        Change
        in Control
        ($)         





        		​Disability
        ($)         


        		​Termination for
        Good Reason
        or Without
        Cause
        ($)         





        		​Change in
        Control
        ($)         



        		​Termination Without Cause or for
        Good Reason Following Change in
        Control or Termination Without
        Cause in Specific Contemplation of
        Change in Control
        ($)         






        		​

        ​  

        		 

        Base salary payout

        		 ​— ​— ​— ​372,653 ​— ​372,653 ​

         

        		 

        Restricted stock units

        		  1,603,595  1,603,595  —  —  718,263  1,603,595  

        ​  

        		 

        Performance restricted stock units

        		 ​589,346 ​1,098,355 ​— ​— ​912,449 ​1,098,355 ​

         

        		 

        Government- required payouts(1)

        		  100,330  100,330  100,330  100,330  —  100,330  
        ​​​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

          Payments upon

          termination

        		 Death prior to a
        change in control
        ($)        		  Death after a
        change in control
        ($)        		  

        Termination for
        good reason or

        without cause
        ($)

        		  

        Change in

        control

        ($)

        		  

        Termination
        without cause or for
        good reason

        following change in
        control or termination
        without cause in
        specific

        contemplation of
        change in control
        ($)

        		 
           

          Base salary payout

        		  —   —                              329,611   —   329,611 
           

          Restricted stock units

        		                         4,462,535                          4,462,535   —   1,224,682   4,462,535 
           

          Performance restricted stock units

        		  1,155,269   2,864,998   —                          2,510,830                          2,864,998 
           

          Government-required payouts(1)

        		  116,473   116,473   116,473   —   116,473 

        (1)

        Represents distributions under the Gratuity Plan, which is due to Mr. BagaiBhalla because he has earned over five years of credited service.

        96    

        /

        		    EXL 2022 Proxy Statement

        LOGO

        Nagaraja SrivatsanExecutive compensation

        Vivek Jetley

        Either Mr. SrivatsanJetley or we may terminate Mr. Srivatsan'sJetley’s employment at any time (though we must give Mr. Srivatsan 30 days' notice if the termination is without "cause" and Mr. Srivatsan must give us 90 days' advance notice upon any resignation). If Mr. Srivatsan's employment with the Company is terminated by the Company without "cause" or by Mr. Srivatsan for "good reason," as summarized below, Mr. Srivatsan will receive a cash severance payment equal to 12 months base salary, payable in accordance with the Company's regular payroll practices.time.

        On a "change“change in control"control” (as defined in the 2006 Plan or 2015 Plan, as applicable)2018 Plan) or death, Mr. Srivatsan'sJetley’s outstanding equity awards will vest in the same manner as described for Mr. Chhibbar'sNicolelli’s outstanding equity awards beginning on page 60.94, except that his restricted stock units granted in September 2021 will not vest if he terminates his employment for good reason following a change in control.

        Mr. Srivatsan's severance payments andJetley’s termination-related equity acceleration areis subject to his execution of a release of claims against us. Mr. Srivatsan is subject to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and nonsolicitation restrictions during his employment and

        Indicative payouts for one year thereafter.Vivek Jetley

        Indicative Payouts for Nagaraja Srivatsan

        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​

         

        		 

        ​Payments upon
        Termination         




        		​Death Prior to
        a Change in
        Control
        ($)         




        		​Death After
        a Change
        in Control
        ($)         




        		​Termination for
        Good Reason or
        Without Cause
        ($)         




        		​Change in
        Control
        ($)         



        		​Termination Without Cause or for Good
        Reason Following Change in Control or
        Termination Without Cause in Specific
        Contemplation of Change in Control
        ($)         





        		​

        ​  

        		 

        Base salary payout

        		 ​— ​— ​450,000 ​— ​450,000 ​

         

        		 

        Restricted stock units

        		  1,047,664  1,047,664  —  402,017  1,047,664  

        ​  

        		 

        Performance restricted stock units

        		 ​336,068 ​623,863 ​— ​519,335 ​623,863 ​
        ​ ​​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​

          Payments upon

          termination

        		 

        Death prior to a
        change in control

        ($)

        		  

        Death after a
        change in control

        ($)

        		  

        Termination for
        good reason or

        without cause
        ($)

        		  

        Change in

        control

        ($)

        		  

        Termination
        without cause or for
        good reason
        following change

        in control or
        termination

        without cause in
        specific

        contemplation of
        change in control
        ($)

        		 
           

          Base salary payout

        		  —   —                              420,000   —   420,000 
           

          Restricted stock units

        		                         4,055,297                          4,055,297   —                          1,224,682                          4,055,297 
           

          Performance restricted stock units

        		  708,641   1,809,915   —   1,522,575   1,809,915 

        Nalin MiglaniSamuel Meckey

        Either Mr. MiglaniMeckey or we may terminate Mr. Miglani'sMeckey’s employment at any time (though we must give Mr. MiglaniMeckey 30 days'days’ notice if the termination is without "cause"“cause” and Mr. MiglaniMeckey must give us 90 days'60 days’ advance notice upon any resignation). If Mr. Miglani'sMeckey’s employment with the Company is


        Table of Contents

        terminated by the Company without "cause"“cause” (other than due to death or disability) or by Mr. MiglaniMeckey for "good reason"“good reason” (both "cause"“cause” and "good reason"“good reason” as defined above), Mr. MiglaniMeckey will receive a cash severance payment equal to 12 months base salary, with 25% payable as a lump sum payment and the remaining 75% payable in accordance with the Company'sCompany’s regular payroll practices.

        On a "change“change in control"control” (as defined in the 2006 Plan or 2015 Plan, as applicable)2018 Plan) or death, Mr. Miglani'sMeckey’s outstanding equity awards will vest in the same manner as described for Mr. Chhibbar'sNicolelli’s outstanding equity awards beginning on page 60.94.

        Mr. Miglani'sMeckey’s severance payments and termination-related equity acceleration are subject to his execution of a release of claims against us. Mr. MiglaniMeckey is subject to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and nonsolicitation restrictions during his employment and for one year thereafter.

        EXL 2022 Proxy Statement    

        /

        		    97

        Executive compensation

        Indicative payouts for Samuel Meckey

          Payments upon

          termination

        		 

        Death prior to a
        change in control

        ($)

        		  

        Death after a
        change in control

        ($)

        		  

        Termination for
        good reason or

        without cause
        ($)

        		  

        Change in

        control

        ($)

        		  

        Termination
        without cause or for
        good reason
        following change

        in control or
        termination

        without cause in
        specific

        contemplation of
        change in control
        ($)

        		 
           

          Base salary payout

        		  —   —                              442,000   —   442,000 
           

          Restricted stock units

        		                         3,658,627                          3,658,627   —                          1,008,178                          3,658,627 
           

          Performance restricted stock units

        		  991,429   2,499,020   —   2,141,232   2,499,020 

        Indicative Payouts for Nalin MiglaniCertain defined terms

        ​ ​​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​

         

        		 

        ���Payments upon
        Termination         




        		​Death
        Prior to a
        Change
        in Control
        ($)         





        		​Death After
        a Change in
        Control
        ($)         




        		​Termination for
        Good Reason or
        Without Cause
        ($)         




        		​Change in
        Control
        ($)         



        		​Termination Without Cause or for Good
        Reason Following Change in Control or
        Termination Without Cause in Specific
        Contemplation of Change in Control
        ($)         





        		​

        ​  

        		 

        Base salary payout

        		 ​— ​— ​450,000 ​— ​450,000 ​

         

        		 

        Restricted stock units

        		  903,617  903,617  —  383,547  903,617  

        ​  

        		 

        Performance restricted stock units

        		 ​363,255 ​673,396 ​— ​560,976 ​673,396 ​
        ​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​

        Certain Defined Terms

        Definition of Causecause

        The following definition of "cause"“cause” applies to Messrs. Kapoor, Chhibbar, Bagai, Srivatsan and Miglaniall named executive officers unless stated otherwise. "Cause"“Cause” will occur if: (i) there is a final nonappealable conviction of, or pleading of no contest to, (1) a crime of moral turpitude which causes serious economic injury or serious injury to our reputation or (2) a felony; (ii) the executive engages in fraud, embezzlement, gross negligence, self-dealing, dishonesty or other gross and willful misconduct which causes serious and demonstrable injury to us; (iii) the executive materially violates any of our material policies (for Mr. Kapoor, which is not remedied within 15 days of receipt of notice from the Company specifying the breach in reasonable detail); (iv) the executive willfully and continually fails to substantially perform his duties (other than for reason of physical or mental incapacity) which continues beyond 15 days after we notify him in writing of his need to substantially improve his performance; provided that a failure to achieve performance objectives will not by itself constitute cause and no act or failure to act shall be considered "willful"“willful” unless done or failed to be done by the executive in bad faith and without a reasonable belief that his actions or omission was in our best interest; (v) the executive fails to reasonably cooperate in a governmental investigation involving us; (vi) the executive materially, knowingly and intentionally fails to comply with applicable laws with respect to the execution of the Company'sCompany’s business operations (subject to a presumption of good faith if the executive is following advice of counsel); (vii) the executive fails to follow his supervisor'ssupervisor’s (or, for Messrs. Kapoor and Bagai our board of directors'directors’) lawful instructions and does not remedy the failure for 15 days after we give him written notice; (viii) the executive'sexecutive’s use of alcohol or drugs materially interferes with the performance of his duties; (ix) for Mr. Kapoor only, he fails to take reasonable steps to end certain affiliations specified in his employment agreement within six months after a request by our board of directors; or (x) for Mr. Kapoor only, he materially breaches any material term of his employment agreement which is not remedied within 15 days of receipt of notice from the Company specifying the breach in reasonable detail.

        Definition of Good Reasongood reason

        For Mr. Kapoor, "good reason"“good reason” generally means: (i) his duties or responsibilities are substantially reduced, he is required to report to anyone other than our board of directors, or his title as our officer


        Table of Contents

        is adversely changed; however, if following a change in control, his new title and authority are similar to his old title and authority, then any change in the executive'sexecutive’s title will not

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        LOGO

        Executive compensation

        constitute a significant reduction in his duties and authorities, it being understood that "good reason"“good reason” shall be deemed to exist if Mr. Kapoor is no longer the chief executive officer of the Company or any entity that acquires the Company; (ii) his base salary is reduced, or his target annual bonus opportunity is reduced below 100% of his base salary; (iii) the office or location where he is based in the metropolitan New York City area is moved more than 30 miles, and the new location is more than 30 miles from his primary residence in the metropolitan New York City area; or (iv) we breach any material term of his employment agreement. If Mr. Kapoor plans to terminate his employment for good reason, he must notify us within 45 days following the date the executive first becomes aware of the circumstances giving rise to good reason and must allow us 30 days to remedy the problem.

        The following definition of "good reason"“good reason” applies to Messrs. Chhibbar, Bagai, SrivatsanNicolelli, Bhalla, and MiglaniMeckey unless stated otherwise. "Good reason"“Good reason” means, without the executive'sexecutive’s prior written consent: (i) the executive'sexecutive’s duties or responsibilities are substantially reduced, or he is required to report to anyone other than our board of directors, or our CEO; (ii) the executive'sexecutive’s title as our officer is adversely changed; however, if following a change in control (as defined in the 20152018 Plan), his new title and authority are similar to his old title and authority, then any change in the executive'sexecutive’s title will not constitute a significant reduction in his duties and authorities; (iii) for Mr. Bagai only, the executive's base salary or annual cash bonus opportunity is reduced, other than in connection with a proportionate reduction impacting all members of our executive committee; (iv) for Messrs. Chhibbar, SrivatsanNicolelli and MiglaniMeckey only, there is a change in the office or location where the executive is based of more than 50 miles and such new office or location is more than 50 miles from the executive'sexecutive’s primary residence; or (v)(iv) we breach any material term of the executive'sexecutive’s employment agreement or severance agreement. If the executive plans to terminate his employment for good reason, he must notify us within 30 days following the date the executive first becomes aware of the circumstances giving rise to good reason and must allow us 30 days to remedy the problem.

        Definition of Changechange in Controlcontrol

        A "change“change in control"control” (as generally defined in Mr. Kapoor'sKapoor’s employment agreement the 2006 Plan and the 20152018 Plan, as applicable) generally means any of the following events: (i) any person or group becomes a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% (50% or more in the 2006 Plan) of either (1) the combined voting power of our then-outstanding voting securities entitled to vote in the election of directors or (2) our outstanding shares of common stock, assuming all rights to acquire common stock through options, warrants, conversion of convertible stock or debt, and the like are exercised; (ii) a majority of the members of our board of directors changes from those in office as of the date of Mr. Kapoor'sKapoor’s employment agreement or the effective date of the 2006 or 20152018 Plan (as applicable), except that the election of any new director whose election or nomination was approved by at least two-thirds of our incumbent directors will not be regarded towards a change in the majority for these purposes; (iii) our dissolution or liquidation; (iv) the sale, transfer or other disposition of all or substantially all of our business or our assets; or (v) consummation of a reorganization, recapitalization, merger, consolidation or similar transaction with another entity which requires the approval of our stockholders; however, any such transaction will not be a change in control if after the transaction (1) more than 50% of the total voting power of the resulting entity or its ultimate parent is represented by what were our outstanding voting securities before the transaction in substantially the same proportion among holders; (2) no person or group is or becomes the beneficial owner of more than 50% (50% or more in the 2006 Plan) of the total voting power of the outstanding voting securities eligible to elect members of our board of directors of the parent or surviving company; and (3) at least a majority of the members of our board of directors of the parent or surviving company following the transaction were our board members when our board first approved the transaction.


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        		    99

        TableExecutive compensation

        Definition of Contentsretirement

        A “retirement” generally means a named executive officer’s voluntary termination of employment that is effective after he reaches age 60.

        CEO Pay Ratiopay ratio

        Pursuant toIn accordance with SEC rules we are required to provideand the Dodd-Frank Wall Street Reform and Consumer Protection Act, presented below is an estimate of the ratio of our CEO'sCEO’s annual total compensation to our median employee'semployee’s annual total compensation (our "Pay Ratio"“Pay Ratio”). Due to the size and complexity of our organization, which isas of December 31, 2021 was made up of over 29,100approximately 37,000 professionals throughout the world, with delivery centers in over 10 countries, our Pay Ratio is based on reasonable assumptions and estimates described below.

        We calculated our Pay Ratio by looking at our entire employee population (excluding our CEO) as of December 31, 2018,2021, but excluding leased employees and independent contractors. We then calculated each employee's "total pay"employee’s “total pay” using the sum of his or her fixed pay / base salary and variable pay (including any performance bonus, sales commission, and retention or signing bonus). We also annualized total pay for all full-time and part-time employees that were employed for less than the full 2018 fiscal year.year 2021.

        For all employees located in jurisdictions other than the United States, a cost-of-living adjustment was made to align their compensation with the cost-of-living standards in the United States, the jurisdiction in which our CEO resides. Finally, we identified the median employee and calculated his or her annual total compensation and the CEO'sCEO’s annual total compensation in the manner required by Item 402(u) of Regulation S-K, to determine the pay ratio shown in the table below.

        ​​​ ​​ ​​​

         

        		 

        Pay Ratio—All Employees (with COLA)(1) 



        		 

         

        		 

        Chief Executive Officer's Annual Total Compensation

        		 $5,105,509 ​

         

        		 

        Median Employee's Annual Total Compensation

        		 $9,460  

         

        		 

        Ratio of Chief Executive Officer's Annual Total Compensation to Median Employee's Annual Total Compensation

        		 ​540:1 ​
        ​​​ ​​ ​​​

         Pay Ratio – all employees (with COLA)(1)

        		     
         

         Chief Executive Officer’s annual total compensation

        		  $10,033,589 
         

         Median employee’s annual total compensation

        		  $10,275 
         

         Ratio of Chief Executive Officer’s annual total compensation to median employee’s annual total compensation

        		   977:1 

        (1)

        2018 2021 Mercer Combined Index. Our median employee, identified without performing a cost-of-living adjustment, is based in India and had an annual total compensation of $6,066,$6,780, resulting in a pay ratio of 842:1480:1.

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        Executive compensation

        Approximately 91%94% of our employees are located outside of the United States, primarily in India and the Philippines. As is common with many global companies, our compensation programs are market based, and as such they may differ for employees based on the country where an employee works. Accordingly, we believe that it is important to show our pay-ratio calculated in a similar manner as described above using the median U.S.-based employee to provide a commensurable view of our pay practices.

         Pay Ratio – United States employees

        		     
         

         Chief Executive Officer’s annual total compensation

        		  $10,033,589 
         

         Median employee’s annual total compensation

        		  $93,916 
         

         Ratio of Chief Executive Officer’s annual total compensation to median employee’s annual total compensation

        		   107:1 

        EXL 2022 Proxy Statement    

        /

        		    101
        ​​​ ​​ ​​​

         

        		 

        Pay Ratio—United States Employees 



        		 

         

        		 

        Chief Executive Officer's Annual Total Compensation

        		 $5,105,509 ​

         

        		 

        Median Employee's Annual Total Compensation

        		 $72,117  

        ​  

        		 

        Ratio of Chief Executive Officer's Annual Total Compensation to Median Employee's Annual Total Compensation

        		 ​71:1 ​
        ​​​ ​​ ​​​

        Table of ContentsExecutive compensation

        Director Compensationcompensation for Fiscal Year 2018fiscal year 2021

        The following table sets forth information for compensation earned in fiscal year 20182021 by our non-executive directors who served during fiscal year 2018:2021:

        ​​​ ​​ ​​​ ​ ​​​ ​​ ​ ​​

         

        		 

        Name(1) 



        		Fees Earned or
        Paid in Cash
        ($)         



        		Stock
        Awards
        ($)(2)(3)         



        		All Other
        Compensation
        ($)(4)         



        		Total
        ($)         


        		 

         

        		 

        David Kelso

        		 ​92,500 ​110,000 ​— ​202,500 ​

         

        		 

        Deborah Kerr

        		  81,875  110,000  —  191,875  

         

        		 

        Anne Minto

        		 ​90,000 ​110,000 ​31,599 ​231,599 ​

         

        		 

        Som Mittal

        		  80,000  110,000  28,317  218,317  

         

        		 

        Clyde Ostler

        		 ​95,000 ​110,000 ​— ​205,000 ​

         

        		 

        Vikram Pandit(5)

        		  18,125  77,590  —  95,715  

         

        		 

        Nitin Sahney

        		 ​82,500 ​110,000 ​— ​192,500 ​

         

        		 

        Garen Staglin

        		  130,000  210,000  39,734  379,734  

         

        		 

        Jaynie Studenmund(6)

        		 ​41,250 ​79,760 ​​ ​121,010 ​
        ​​​ ​​​ ​​ ​ ​​ ​ ​​ ​​​

         Name(1)

        		    

        Fees earned or
        paid in cash

        ($)

        		     Stock awards
        ($)(2)(3)        		     All Other
        compensation
        ($)(4)        		     

        Total

        ($)

        		 
            

         David Kelso(5)

        		     37,813      —      —      37,813 
            

         Deborah Kerr(5)

        		     36,667      —      —      36,667 
            

         Anne Minto

        		     80,000      140,000      10,623      230,623 
            

         Som Mittal

        		     80,000      140,000      2,765      222,765 
            

         Clyde Ostler

        		     95,000      140,000      —      235,000 
            

         Vikram Pandit(6)

        		     82,500      140,000      —      222,500 
            

         Kristy Pipes

        		     82,500      140,000      —      222,500 
            

         Nitin Sahney

        		     92,500      140,000      —      232,500 
            

         Garen Staglin

        		     180,000      240,000      61,908      481,908 
            

         Jaynie Studenmund

        		     92,500      140,000      —      232,500 

        (1)

        Mr. Kapoor'sKapoor’s compensation during 20182021 was based solely on his role as CEO, as disclosed in the "Summary Compensation Table“Summary compensation table for Fiscal Year 2018"fiscal year 2021” beginning on page 5083 and discussed in "Compensation“Compensation Discussion and Analysis"Analysis” beginning on page 33.60. He does not receive any additional compensation for his services as a director.
        Ms. Pipes, a current non-executive director, was appointed to the board of directors effective January 19, 2021.

        (2)

        Amounts reflect the aggregate grant date fair value of stock awards and option awards recognized for financial statement reporting purposes for the fiscal year ended December 31, 2018,2021, in accordance with FASB ASC Topic 718 (disregarding any forfeiture assumptions). Assumptions used in the calculation of these amounts are included in footnotes 2 and 2422 to our audited financial statements for the fiscal year ended December 31, 20182021 included in the 20182021 Form 10-K.

        (3)

        The outstanding equity awards held by our non-employee directors on December 31, 20182021 is set forth on the table below:

         Name

        		  

        No. of securities
        underlying unexercised
        options (#) exercisable

        		   No. of securities
        underlying unexercised
        options (#)  unexercisable        		   No. of shares or
        units of stock
        that have not vested        		 
           

         David Kelso

        		   0    0    0 
           

         Deborah Kerr

        		   0    0    0 
           

         Anne Minto

        		   3,093    0    1,420 
           

         Som Mittal

        		   0    0    1,420 
           

         Clyde Ostler

        		   0    0    1,420 
           

         Vikram Pandit

        		   0    0    1,420 
           

         Kristy Pipes

        		   0    0    2,069 
           

         Nitin Sahney

        		   0    0    1,420 
           

         Garen Staglin

        		   0    0    2,695 
           

         Jaynie Studenmund

        		   0    0    1,420 

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        		    EXL 2022 Proxy Statement

        ​​​​ ​​ ​​​ ​ ​​​ ​​
         

         

        		 

        Name 



        		No. of Securities
        Underlying Unexercised
        Options (#) Exercisable         



        		No. of Securities
        Underlying Unexercised
        Options (#) Unexercisable         



        		No. of Shares
        or Units of
        Stock That Have
        Not Vested         




        		 
         

         

        		 

        David Kelso

        		 ​26,294 ​— ​1,857 ​
         

         

        		 

        Deborah Kerr

        		  —  —  1,857  
         

         

        		 

        Anne Minto

        		 ​3,093 ​— ​1,857 ​
         

         

        		 

        Som Mittal

        		  —  —  1,857  
         

         

        		 

        Clyde Ostler

        		 ​15,831 ​— ​1,857 ​
         

         

        		 

        Vikram Pandit

        		  —  —  1,199  
         

         

        		 

        Nitin Sahney

        		 ​— ​— ​1,857 ​
         

         

        		 

        Garen Staglin

        		  15,831  —  3,507  
         

         

        		 

        Jaynie Studenmund

        		 ​— ​— ​1,240 ​
        ​​ ​​ ​​ ​ ​​ ​ ​​ ​​​

        LOGO

        Executive compensation

        (4)

        For Ms. Minto and Mr. Mittal, amount reflects our reimbursement to the director for fees associated with tax planning fees as well as tax gross-up amounts ($20,418 Ms. Minto and $21,884 for Mr. Mittal).preparer services. For Mr. Staglin, amount reflects our reimbursement for costs associated with secretarial services.

        (5)

        Mr. Pandit was appointed to ourKelso and Ms. Kerr each departed from the board of directors on October 4, 2018. His cash fees includefollowing the full cash fee forCompany’s 2021 Annual Meeting of Stockholders in June 2021.

        (6) Pursuant to the fourth quarter of 2018 for his services as a director and member of the Audit Committee, and he received a pro-rated equity grant as reflected in the table above.

        (6)
        Ms. StudenmundInvestment Agreement, Mr. Pandit’s 2021 compensation was appointedpaid to our board of directors on September 7, 2018. Her cash fees include the full cash fee for the third and fourth quarter of 2018 for her services as a director and member of the Compensation and Audit Committees, and she received a pro-rated equity grant as reflected in the table above.

        Table of ContentsThe Orogen Group.

        For 2018,2021, non-employee directors (other than the non-executive Chairman) were eligible to receive an annual retainer fee in the amount of $60,000 in cash and $110,000$140,000 in equity valued at the time of grant. The non-executive Chairman of our board of directors was eligible to receive an annual retainer fee in the amount of $110,000$160,000 in cash and $210,000$240,000 in equity valued at the time of grant. New non-employee directors who join our board of directors during a calendar quarter are eligible to receive the full cash fee for such calendar quarter and a pro-rated equity grant. The chairperson of our Audit Committee was eligible to receive an additional annual fee of $25,000 in cash, and other members of our Audit Committee were eligible to receive an additional annual fee of $12,500 in cash. The Chairpersons of committees other than our Audit Committee were eligible to receive an additional annual fee of $20,000 in cash, and members of committees other than our Audit Committee were eligible to receive an additional annual fee of $10,000. For 2022, we revised our director compensation program to increase our annual retainer fee to $85,000 in cash and $190,000 in equity, remove additional annual fees for non-chair committee membership, and adjust additional annual fees for committee chairs.

        There are no additional fees payable for attendance at our board or committee meetings (whether in person, telephonic or otherwise). We make quarterly cash payments in respect of the director fees to our directors who elect to receive a portion of their director fees in the form of cash.directors.

        Holders of restricted stock units do not receive the underlying shares of common stock until the units have vested and are settled. TheUnless the director elects otherwise, the restricted stock units issued to each of our non-employee directors will settle on the earliest of:

          >

          such director'sdirector’s death;

          >

        180 days following the end of such director'sdirector’s term on our board of directors, or if the director has satisfied our stock ownership guidelines and made an election prior to the grant, the vesting date of the award; and

        the occurrence of a "change“change in control,"” as defined in the 2006 Plan, 2015 Plan or 20152018 Plan, as applicable, that satisfies the requirements of Section 409A of the Code.


        EXL 2022 Proxy Statement    

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        		    103

        TableStock ownership of Contentsdirectors, executive officers and certain beneficial owners

        Stock ownership of directors, executive officers and certain beneficial owners

        STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS
        AND CERTAIN BENEFICIAL OWNERS

        Unless otherwise indicated, the table below sets forth information with respect to the beneficial ownership of our common stock by:

          >

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

          >

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

        >

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

        The amounts and percentages of common stock beneficially owned below are as of March 29, 201931, 2022 (the "Determination Date"“Determination Date”), and are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of the Determination Date. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Except as otherwise indicated below, each of the persons named in the table has sole voting and investment power with respect to the securities beneficially owned by such person as set forth opposite such person'sperson’s name.

        ​ ​​ ​​ ​​ ​​ ​​​​

         

        		​

         

        		​Beneficial Ownership
        		Vested but
        Unsettled



        		 ​​
        ​​​​ ​​​ ​​​​​​​ ​​​​​ ​​​

         

        		​

        Name and Address of
        Beneficial Owner(1)



        		Shares
        		Percentage
        (%)(2)

        		Restricted
        Stock Units(3)

        		Total

        		 
        ​ ​​​​​​ ​​​ ​​​ ​​​​​​

         

        		​

        5% Beneficial Owners

        		​ ​​ ​​​ ​​ ​ 

        ​  

        		​

        Blackrock Inc.(4)

        		​4,904,881​​14.3​​​—​​4,904,881​​

         

        		​

        Vanguard Group, Inc.(5)

        		​3,431,398​​10.0​​​—​​3,431,398​ 

        ​  

        		​

        FMR LLC(6)

        		​2,519,396​​7.3​​​—​​2,519,396​​

         

        		​

        Mackenzie Financial Corporation(7)

        		​1,723,020​​5.0​​​—​​1,723,020​ 

         

        		​

        NEOs and Directors

        		​
        ​
        ​
        ​
        ​
        ​
        ​
        ​
        ​
        ​
        ​
        ​
        ​
        ​

         

        		​

        Pavan Bagai

        		​50,612​​*​​​—​​50,612​ 

        ​  

        		​

        Vishal Chhibbar

        		​43,734(8)​*​​​—​​43,734​​

         

        		​

        Rohit Kapoor

        		​1,033,705(9)​3.0​​​—​​1,033,705​ 

        ​  

        		​

        Nalin Miglani

        		​​​​—​​​—​​—​​

         

        		​

        Nagaraja Srivatsan

        		​2,958​​*​​​—​​2,958​ 

        ​  

        		​

        David B. Kelso

        		​28,148(10)​*​​​38,061​​66,209​​

         

        		​

        Deborah Kerr

        		​—​​—​​​8,270​​8,270​ 

        ​  

        		​

        Anne E. Minto

        		​3,093(11)​*​​​15,421​​18,514​​

         

        		​

        Som Mittal

        		​3,800​​*​​​8,874​​12,674​ 

        ​  

        		​

        Clyde W. Ostler

        		​32,239(12)​*​​​32,588​​64,827​​

         

        		​

        Vikram S. Pandit

        		​—​​—​​​—​​—​ 

        ​  

        		​

        Nitin Sahney

        		​—​​*​​​4,846​​4,846​​

         

        		​

        Garen K. Staglin

        		​34,677(13)​*​​​49,343​​84,020​ 

        ​  

        		​

        Jaynie M. Studenmund

        		​2,220​​*​​​—​​2,220​​

         

        		​

        All current directors and executive officers as a group (17 persons)(14)

        		​1,247,998(15)​3.6​​​157,403​​1,411,399​ 
        ​​​ ​​ ​​​​ ​​ ​​

        Table of ContentsBeneficial ownership

           Name and address(1)    Shares   %(2)     Vested but
        unsettled RSUs(3)        		     Total 
          

        5% Beneficial owners

        		                          
         

        Blackrock Inc.(4)

        		     4,986,346    14.96%      —     
         

        The Vanguard Group, Inc.(5)

        		     3,556,074    10.70%      —     
         

        FMR LLC(6)

        		     2,056,711    6.17%      —     
          

        Named Executive Officers

        		                          
         

        Rohit Kapoor

        		     655,867(7)    1.97%      —      655,867 
         

        Maurizio Nicolelli

        		     7,527    *      —      7,527 
         

        Vikas Bhalla

        		     16,863    *      —      16,863 
         

        Vivek Jetley

        		     49,662    *      —      49,662 
          

        Samuel Meckey

        		     13,581    *      —      13,581 
          

        Directors

        		                          
         

        Anne E. Minto

        		     3,093(8)    *      21,437      24,530 
         

        Som Mittal

        		     —    *      13,033      13,033 
         

        Clyde W. Ostler

        		     22,261    *      37,184      59,445 
         

        Vikram S. Pandit

        		     310,394(9)    *      5,358      5,358 
         

        Kristy Pipes

        		     —    *      649      649 
         

        Nitin Sahney

        		     —    *      10,862      10,862 
         

        Garen K. Staglin

        		     35,028(10)    *      53,502      88,530 
          

        Jaynie M. Studenmund

        		     3,645    *      5,399      9,044 
         

         

        		 All current directors and executive officers as a group (18 people)(11)     1,169,958(12)    3.51      

         

        		 

         

        		 

         

        		     

         

        		 

         

        		 

         

        *Less than 1%.

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        		    EXL 2022 Proxy Statement

        *
        Less than 1%.

        LOGO

        Stock ownership of directors, executive officers and certain beneficial owners

        (1)

        Unless otherwise noted, the business address of each beneficial owner is c/o ExlService Holdings, Inc., 320 Park Avenue, 29th29th Floor, New York, New York 10022.

        (2)

        Based on 34,365,43733,328,744 shares outstanding as of the Determination Date.

        (3)

        For non-management directors, this column includes restricted stock units (previously granted for service on the Board) that have vested but are unsettled. Because vested restricted stock units generally settle 180 days following the director'sdirector’s term of service (see "Director Compensation“Director compensation for Fiscal Year 2018"fiscal year 2021” for additional details on settlement), the units are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the underlying stock within 60 days of the Determination Date. However, restricted stock units that are vested but unsettled provide a meaningful alignment with the Company'sCompany’s stockholders, and they count towards our stock ownership policy for non-employee directors, which requires directors to maintain stock ownership of at least five times their respective annual retainers.

        (4)

        Based on the Schedule 13G/A filed on January 28, 2019,2022, BlackRock, Inc. had sole voting power with respect to 4,831,4294,947,704 shares and sole dispositive power with respect to 4,904,8814,986,346 shares. The business address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10022.

        (5)

        Based on the Schedule 13G/A filed on JanuaryFebruary 10, 2019,2022, The Vanguard Group, Inc. had sole voting power with respect to 69,208 shares, shared voting power with respect to 5,53462,521 shares, sole dispositive power with respect to 3,359,8533,474,157 shares and shared dispositive power with respect to 71,54591,917 shares. The business address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355.

        (6)

        Based on the Schedule 13G/A filed on February 13, 2019,9, 2022, FMR LLC had sole voting power with respect to 882,921600,920 shares and sole dispositive power with respect to 2,519,3962,056,711 shares. The business address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

        (7)

        Based on the Schedule 13G/A filed on February 14, 2019, Mackenzie Financial Corporation had sole voting and dispositive power with respect to 1,723,020 shares. The business address of Mackenzie Financial Corporation is 180 Queen Street West, Toronto, Ontario M5V 3K1.
        (8)
        This amount includes 33,000 shares of our common stock of which Mr. Chhibbar has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.
        (9)
        The amount includes: (a) 177,134 shares of our common stock owned indirectly by Mr. Kapoor through a family trust created in 2016 under a 2005 grantor-retained annuity trust, for which Mr. Kapoor'sKapoor’s spouse and Mr. Kapoor'sKapoor’s brother are the co-trustees and share dispositive and voting control over the shares in the trust, (b) 40,219 shares of our common stock owned indirectly by Mr. Kapoor through a family trust created in 2016 under a 2013 grantor retained annuity trust, for which Mr. Kapoor'sKapoor’s spouse and Mr. Kapoor'sKapoor’s brother are the co-trustees and share dispositive and voting control over the shares in the trust, (c) 84,000 shares of our common stock owned indirectly by Mr. Kapoor through a spousal lifetime access trust, for which Mr. Kapoor'sKapoor’s spouse and Mr. Kapoor'sKapoor’s brother are the co-trustees and share dispositive and voting control over the shares in the trust, (d) 84,000 shares of our common stock owned indirectly by Mr. Kapoor through a spousal lifetime access trust for Mr. Kapoor'sKapoor’s spouse, for which Mr. Kapoor and Mr. Kapoor'sKapoor’s brother are the co-trustees and share dispositive and voting control over the shares in the trust, and (e) 333,18597,185 shares of our common stock owned indirectly by Mr. Kapoor through a family trust created in 2016 for which Mr. Kapoor is the investment advisor to Commonwealth Trust Company, the trustee, and (f) 47,500 shares of our common stock of which Mr. Kapoor has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.
        (10)
        This amount consists of 26,294 shares of our common stock of which Mr. Kelso has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.
        (11)
        trustee.

        (8) This amount consists of 3,093 shares of our common stock of which Ms. Minto has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.

        (12)
        This amount includes 15,831 shares

        (9) Mr. Pandit has shared dispositive and voting control over the reported securities, which are held by Orogen Echo LLC (“OE”). The Orogen Group LLC (“Orogen”) is the sole member of our common stockOE and Mr. Pandit is the Chairman and Chief Executive Officer of whichOrogen. Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the sole members with joint investment control of Orogen. Mr. OstlerPandit has the right to acquire beneficial ownership within 60 daysmajority voting control of the Determination Date pursuant to currently vested and exercisable stock options.


        Orogen Holdings LLC.

        Table of Contents

        (13)
        (10) This amount includes 1,854 shares of our common stock owned indirectly by Mr. Staglin through an irrevocable family trust created in 2018, for which Mr. Staglin'sStaglin’s spouse is the sole beneficiary and trustee with sole dispositive and voting control over the shares in the trust, and 15,831 shares of our common stock of which Mr. Staglin has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.
        (14)
        trust.

        (11) Includes all teneight currentnon-employee directors and our seven10 current executive officers, which includes our four named executive officers (other than Mr. Kapoor, counted as a director), and our other three executive officers.

        (15)

        (12) This amount includes an aggregate of 141,5493,093 shares of our common stock of which our current directors and current executive officers have the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.

        EXL 2022 Proxy Statement    

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        		    105

        Table of ContentsCertain relationships and related person transactions

        CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

        Review and Approval of Related Party Transactions

        GRAPHIC

        We review allCertain relationships and transactions in which we, our directors and executive officers or their immediate family members and our 5% stockholders are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our Code of Conduct and Ethics instructs our directors, officers and employees to report the facts and circumstances of any such transaction or potential transaction to our General Counsel or our Audit Committee. Our board of directors has adopted a policy regarding the review of potential related person transactions

        Review andapproval of related party transactions

        We review all relationships and transactions in which we, our directors and executive officers or their immediate family members and our 5% stockholders are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our Code of Conduct and Ethics instructs our directors, officers and employees to report the facts and circumstances of any such transaction or potential transaction to our General Counsel or our Audit Committee. Our board of directors has adopted a policy regarding the review of potential related party transactions. Under this policy, our General Counsel will

            Factors used in assessing related party     transactions

        •   The nature of the related party transaction

        •   The related party’s interest in the transaction

        •   The material terms of the transaction, including the amount involved and type of transaction

        •   The importance of the transaction to us and to the related party

        •   Whether the transaction would impair the judgment of a director or executive officer to act in our best interest

        review the facts and circumstances of any covered transaction. If our General Counsel determines that the transaction involves a related party transaction and if the amount involved does not equal or exceed $120,000, our General Counsel will approve or disapprove the transaction. If our General Counsel determines that the transaction involves a related party transaction and if the amount involved equals or exceeds $120,000, our General Counsel will refer the transaction to our Audit Committee for consideration. In the course of reviewing, approving or ratifying a disclosable related party transaction, our General Counsel and Audit Committee considers all factors it considers appropriate, including but not limited to the factors in the box to the right.

        Related party transactions. Under this policy, our General Counsel will review the facts and circumstances of any covered transaction. If our General Counsel determines that the transaction involves a related party transaction and that the amount involved does not equal or exceed $120,000, our General Counsel will approve or disapprove the transaction. If our General Counsel determines that the transaction involves a related party transaction and that the amount involved equals or exceeds $120,000, our General Counsel will refer the transaction to our Audit Committee for consideration. In the course of reviewing, approving or ratifying a disclosable related party transaction, our General Counsel and Audit Committee considers all factors it considers appropriate, including but not limited to the factors in the box to the right.

        Related Party Transactionstransactions

        As required under SEC rules, transactions that are determined to be directly or indirectly material to us or a related person and which involve amounts exceeding $120,000 in the previous fiscal year are disclosed in our proxy statement.

        For fiscal year 2018, the Company recognized revenue of approximately $225,000 for consulting services provided to PharmaCord, LLC. One of the Company's directors, Nitin Sahney, is the member-manager and chief executive officer of PharmaCord, LLC. The terms of the Company's services with PharmaCord, LLC are, in the Company's opinion, no less favorable than the terms the Company would have been able to negotiate with an unrelated party, and the transactions with PharmaCord have been approved or ratified by our Audit Committee, with Mr. Sahney recusing himself from the discussion and decision regarding the transactions. After considering the amounts and other facts and circumstances regarding the relationship, the Board has determined that our transactions with PharmaCord, LLC do not impair Mr. Sahney's independence under applicable Nasdaq standards and federal securities laws.Proxy Statement.

        On October 1, 2018, the Company entered into the Investment Agreement with the Purchaser, an affiliate of The Orogen Group LLC.Group. One of the Company'sCompany’s directors, Vikram Pandit, is the Chairman and Chief Executive Officer of The Orogen Group LLC.Group. Under the terms of the Investment Agreement, the Company issued to the Purchaser $150,000,000 in aggregate principal amount of 3.50% Convertible Senior Notes due October 1, 2024.2024 (the “Notes”). In addition, we appointed Mr. Pandit, a nominee of the Purchaser, to our board of directors pursuant to the Investment Agreement. We subsequently entered into a Payoff and Termination Agreement where we agreed with the Purchaser to (i) a negotiated private exchange and prepayment of the Notes and (ii) except as set forth in the Payoff and Termination Agreement, terminate the Investment Agreement, including the Purchaser’s board appointment rights related to the initial issuance of the Notes and other matters set forth therein.

        After considering the facts and circumstances regarding the relationship, the Boardour board of directors has determined that the Investment Agreement (and the Payoff and Termination Agreement) did not and does not impair Mr. Pandit'sPandit’s independence under applicable Nasdaq standards and federal securities laws.


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        LOGO

        Table of ContentsAudit Committee Report

        Audit Committee Report

        REPORT OF THE AUDIT COMMITTEE

        The Audit Committee of the board of directors of ExlService Holdings, Inc. assists our board of directors in fulfilling its oversight responsibilities with respect to the following:

          >

          our accounting and financial reporting processes, including the integrity of the financial statements and other financial information provided by us to our stockholders, the public, stock exchanges and others;

          >

        our compliance with legal and regulatory requirements;

        >

        our registered independent public accounting firm'sfirm’s qualifications and independence;

        >

        the audit of our financial statements; and

        >

        the performance of our internal audit function and independent registered public accounting firm.

        In connection with these responsibilities, the Audit Committee met with management and Deloitte & Touche LLP to review and discuss the December 31, 20182021 audited consolidated financial statements. The Audit Committee also discussed with Deloitte & Touche LLP the matters required to be discussed by the Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended, as adopted byapplicable requirements of the Public Company Accounting Oversight Board in Rule 3200T.and the SEC. The Audit Committee also received written disclosures and the letter from Deloitte & Touche LLP required by Rule 3526 of the Public Company Accounting Oversight Board (Communications with Audit Committees Concerning Independence), and the Audit Committee discussed with Deloitte & Touche LLP the firm'sfirm’s independence.

        Based on the review and discussions referred to above, the Audit Committee approved the inclusion of the audited financial statements in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2021.

        Audit Committee

        Ms. Kristy Pipes (Chair)

        Mr. Vikram Pandit

        Mr. Clyde W. Ostler

        Mr. Nitin Sahney

        Ms. Jaynie Studenmund

         AUDIT COMMITTEE

        EXL 2022 Proxy Statement    
         

        Mr. Clyde W. Ostler (Chairman)
        Mr. David B. Kelso
        Mr. Vikram Pandit
        Mr. Nitin Sahney
        Ms. Jaynie Studenmund/

        		    107

        TableProposal 1 - Election of Contentsdirectors

        Proposal 1 — Election of directors

        The nominees

        PROPOSAL 1
        AMENDMENT OF AMENDED & RESTATED CERTIFICATE OF
        INCORPORATION TO EFFECT A DECLASSIFICATION
        OF THE BOARD OF DIRECTORS

        You are being asked to approve an amendment to the Company's Amended & Restated Certificate of Incorporation (the "charter"), which will have the effect of phasing outOur Nominating and eliminating the classifications of the board of directors over the next three years.

        General Information about the Proposal

        Currently, the charter divides the Company's board of directors into three classes (Class I, Class IIGovernance Committee has nominated, and Class III), each with a three-year term. The terms of the classes are staggered, so that only one of the three classes stands for election for a three-year term at each Annual Meeting of Stockholders.

        Theour board of directors has determined that it is advisable,designated, Mses. Minto, Pipes and inStudenmund and Messrs. Kapoor, Mittal, Ostler, Pandit, and Sahney to stand for election as directors at the best interestsAnnual Meeting. One of our current directors, Mr. Staglin, will not be standing for re-election at the Annual Meeting.

        Term of office

        If elected, each of the Company and its stockholders, to amend the charter to declassify thedirector nominees will serve a term of one year on our board of directors, and allow the stockholders of the Company to vote on the election of the entire board of directors on an annual basis, rather than on a staggered basis. Accordingly, the board of directors has adopted and recommended that the stockholders of the Company approve the amendment to the charter set forth on Appendix A attached hereto (the "Charter Amendment").

        Under the Charter Amendment, director nominees standing for election at each annual meeting of stockholders, commencing with the Annual Meeting, will be elected for a one-year term expiring at the nextuntil our 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified in accordance with our by-laws. The Charter Amendment will not shorten the term of any current director. If the Charter Amendment is approved by the stockholders of the Company by the requisite vote at the Annual Meeting, then the Charter Amendment will become effective upon the filing of the Charter Amendment with the office of the Secretary of State of the State of Delaware, which the Company intends to cause to occur promptly after it is determined that the Charter Amendment has been approved by the requisite vote of stockholders at the Annual Meeting.

        Phased Declassification

        As mentioned above, if the Charter Amendment is approved by the Company's stockholders, the classification of the board of directors will be phased out over the next three Annual Meetings of Stockholders, such that:

          (i)   at the Annual Meeting, each of the Class I director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our by-laws,

          (ii)   at the 2020 annual meeting of stockholders, each of the Class I and Class II director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our by-laws, and

          (iii)  at the 2021 annual meeting of stockholders, each of the Class I, Class II and Class III director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our by-laws, and thereafter the classification of the board of directors will terminate in its entirety.


        Table of Contents

        If the Charter Amendment is not approved by the Company's stockholders by the requisite vote at the Annual Meeting, the Company will continue to have a classified board as currently provided by the Charter.

        Required Vote

        The ratification of the Charter Amendment requires the affirmative vote of at least 662/3% of the voting power of the then-outstanding shares of the Company, voting together as a single class. Unless marked to the contrary, proxies received will be voted "FOR" ratification of the Charter Amendment.

        ​ ​​​​ ​​
        Our board recommends that you vote:
        FORthe approval of the Charter Amendment.
        ​ ​​ ​​​​

        Table of Contents

        PROPOSAL 2
        ELECTION OF DIRECTORS

        The Nominees

        Our Nominating and Governance Committee has nominated, and our board of directors has designated, Mses. Minto and Studenmund and Mr. Kapoor to stand for election as Class I directors at the Annual Meeting. Ms. Minto and Mr. Kapoor are standing for re-election and Ms. Studemund was appointed since the last annual meeting of stockholders and is standing for her first stockholder election. Ms. Studenmund was identified and recommended to the Nominating and Governance Committee by a third-party search firm.

        Term of Office

        If Proposal 1 is approved by the Company's stockholders, upon the filing of the amendment to the charter set forth on Appendix A attached hereto, the classification of the Board of Directors will be phased out over the next three annual meetings of stockholders as described in Proposal 1, such that (i) at the Annual Meeting, each of the directors in Class I will be elected to hold office for a term of one year, (ii) at the 2020 Annual Meeting of Stockholders, each of the Directors in Class I and Class II will be elected to hold office for a term of one year, and (iii) at the 2021 Annual Meeting of Stockholders, each of the Directors in Class I, Class II and Class III will be elected to hold office for a term of one year, and thereafter the classification of the Board of Directors will terminate in its entirety, and if elected, each of the Class I director nominees will serve a term or one year on our board of directors, until our 2020 annual meeting of stockholders or until their successors are duly elected and qualified in accordance with our by-laws.

        If Proposal 1 is not approved by the Company's stockholders,Voting instructions and if elected, each of the Class III director nominees will serve a term of three years on our board of directors, until our 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified in accordance with our by-laws.

        Voting Instructions and Substitutessubstitutes

        The proxies given to the proxy holders will be voted or not voted as directed and, if no direction is given, will be voted FOR these threesix nominees. Our board of directors knows of no reason why any of these nominees should be unable or unwilling to serve. However, if for any reason any nominee should be unable or unwilling to stand for election, the shares represented by proxies will be voted for the election of any substitute nominee designated by our board of directors to fill the vacancy.

        General Information About Nomineesinformation about nominees

        The age, tenure on our board of directors and committee membership, if any, of each nominee appears below. Information regarding the business experience during at least the last five years and directorships of other publicly owned corporations of each nominee can be found above


        Table under “Our board of Contents

        under "Our Board of Directors."directors.” Other information required with respect to any solicitation of proxies in connection with the election of directors is found elsewhere in this proxy statement.Proxy Statement.

        ​

        Name

        		​​ Age​​Director since​​ Independent​​ Committee membership
        ​​​​

        Vikram Pandit

        Chairman

        65

        		October

        2018

        Yes

        		Audit; Nominating and Governance

        Rohit Kapoor

        Vice Chairman and CEO

        57

        		November

        2002

        No

        		None

        Anne Minto

        68

        		March

        2013

        Yes

        		Compensation; Nominating and
        Governance

        Som Mittal

        70

        		December

        2013

        Yes

        		Compensation; Nominating and Governance

        Clyde Ostler

              75      

        		         December         
        2007

                      Yes               

        		Audit; Compensation

                       Name

        		Age

        		Director Since

        		Independent

        		Committee Membership

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        Proposal 1 - Election of directors

        ​

        Name

        		​ ​ Age​ ​ Director since​ ​ Independent​  ​ Committee membership
        ​ ​​ ​

        Kristy Pipes

        62

        		January

        2021

        Yes

        		Audit (Chair); Compensation
          Rohit Kapoor, Vice Chairman & CEO54April 2012No

        >

        None

        		​
        Anne Minto65March 2013Yes

        >

        Compensation Committee (Chair)

        >

        Nominating and Corporate Governance Committee

        		  

        Nitin Sahney

        		 Jaynie Studenmund

        59

        		 73January

        2016

        		 September 2018

        Yes

        		  YesNominating and Governance (Chair); Audit

        Jaynie Studenmund

        		 

              >

        Audit Committee

        >

        Compensation Committee67      

        		 ​
        ​          September         

        2018

        		​​

                      Yes               

        		​​ ​​ ​​​​ ​​ Compensation (Chair); Audit

        Required Votevote

        The affirmative vote of a majority of votes cast (meaning the number of shares voted "for"“for” a nominee must exceed the number of shares voted "against"“against” such nominee) cast in person or represented by proxy and entitled to vote at the Annual Meeting will elect the threeeight nominees as Class III directors for the specified three-year term.a term of one year. If any nominee for director receives a greater number of votes "against"“against” his or her election than votes "for"“for” such election, our by-laws provide that such person shallwill tender to the board of directors his or her resignation as a director. Unless marked to the contrary, proxies received will be voted "FOR"“FOR” the nominees.

          Our board recommends that you vote:

        FOR

        the election of Mses. Minto, Pipes and Studenmund and Messrs.
        Pandit, Kapoor, Mittal, Ostler, and Sahney as directors of the Company

        ​ ​​EXL 2022 Proxy Statement    ​​

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        		​​     109

        Proposal 2 — Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan

        Proposal 2 — Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan

        Background

        We are asking our stockholders to approve the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan (referred to hereafter as the “ESPP”), at the Annual Meeting. The ESPP was adopted by the Compensation Committee and our board of directors in April 2022, subject to approval by our stockholders.

        Approval of the ESPP will allow us to provide our Company employees and employees of certain of our subsidiaries the opportunity to acquire an ownership interest in the Company through their participation in the ESPP, thereby encouraging them to remain in our service and more closely aligning their interests with those of our stockholders.

        If this Proposal 2 is approved by our stockholders, the maximum number of shares of our common stock that may be issued under the ESPP will be 800,000 shares. We do not maintain any other employee stock purchase plans. As of the close of business on March 31, 2022, a total of 33,328,744 shares of our common stock were outstanding and the closing price of our common stock on the Nasdaq Global Select Market was $143.27 per share. The ESPP share reserve represents approximately 2.3% of the total number of shares of our common stock outstanding as of March 31, 2022.

        If this Proposal 2 is approved by our stockholders, the ESPP will become effective as of the date of the Annual Meeting. In the event that our stockholders do not approve this Proposal 2, the ESPP will not become effective.

        Summary of the ESPP

        The material features of the ESPP are described below. The following description of the ESPP is a summary only and is qualified in its entirety by reference to the complete text of the ESPP. Stockholders are urged to read the actual text of the ESPP in its entirety, which is attached hereto as Annex A.

        Purpose

        The purpose of the ESPP is to provide our employees an opportunity to purchase shares of our common stock. This will assist us in retaining the services of our employees, secure and retain the services of new employees and provide incentives for employees to exert maximum efforts for our success and increased stockholder value.

        The ESPP is designed to allow eligible U.S. employees to purchase our common stock in a manner that is intended to qualify for favorable tax treatment under Section 423 of the Code. In addition, at the discretion of the Plan Administrator (as defined below), the ESPP will permit eligible employees to participate who are foreign nationals or employed outside of the U.S. However, such employees will not qualify for favorable tax treatment under U.S. laws.

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        LOGO

        Proposal 2 — Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan

        Administration

        The Compensation Committee (hereafter referred to as the “Plan Administrator”) will administer the ESPP. The Plan Administrator has the final power to construe and interpret both the provisions of the ESPP and the rights granted under it. In addition, the Plan Administrator has the power, subject to the provisions of the ESPP, to determine when and how rights to purchase our common stock will be granted, the provisions of each offering of such rights (which need not be identical), and whether employees of our subsidiary companies will be eligible to participate in the ESPP. Finally, the Plan Administrator has the authority to adopt procedures and sub-plans as necessary to permit participation by non-U.S. individuals.

        Stock subject to the ESPP

        Subject to adjustment for certain changes in our capitalization, the maximum number of shares of our common stock that may be issued under the ESPP is 800,000 shares. If any rights granted under the ESPP terminate without being exercised in full, the shares of common stock not purchased under such rights shall again become available for issuance under the ESPP. The shares of common stock issuable under the ESPP will be shares of authorized but unissued or reacquired common stock, including shares repurchased by us on the open market.

        Offerings

        The Plan Administer will implement and operate the ESPP through periodic offerings to all eligible employees the opportunity to purchase our common stock. The Plan Administrator will determine the duration of each offering period, provided that in no event may an offering period exceed 12 months. The Plan Administrator may establish separate offerings which vary in terms (although such terms may not be inconsistent with the provisions of the ESPP or the requirements of applicable laws). Each offering period may have one or more purchase dates (see discussion of purchase prices below), as determined by the Plan Administrator and communicated to the eligible employees prior to the commencement of the offering period. The Plan Administrator has the authority to alter the terms of an offering prior to the commencement of the offering period, including the duration of subsequent offering periods. When an eligible employee elects to join an offering period, he or she is granted a right to purchase shares of our common stock on each purchase date within the offering period. On the purchase date, all contributions collected from the participant are automatically applied to the purchase of our common stock, subject to certain limitations (which are described further below under “Eligibility”).

        Eligibility – broad-based participation

        The Plan Administrator shall determine who is eligible to participate in the Plan. The Plan Administrator may, for example, require that employees must work more than 20 hours per week and/or more than five months per calendar year in order to be eligible to participate in the Plan. The Plan Administrator may also limit or restrict the offering to other employment criteria that it deems appropriate, provided such limits or restrictions comply with applicable law. For foreign subsidiaries and those employees and foreign nationals working in the U.S., the Plan Administrator, at its discretion will develop and implement eligibility requirements for those subsidiaries and employees in accordance applicable laws (including foreign laws, as necessary).

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        		    111

        Proposal 2 — Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan

        No employee will be eligible to participate in the ESPP if, immediately after the grant of purchase rights, the employee would own, directly or indirectly, stock possessing 5% or more of the total combined voting power or value of all classes of our stock or of any of our subsidiary companies, including any stock which such employee may purchase under all outstanding purchase rights and options

        As of March 31, 2022, approximately 2,400 U.S. employees would have been eligible to participate in the ESPP. We expect that, subject to establishment of sub-plans and any required filings, as appropriate under applicable law, most of our employees across the world will be eligible to participate in the ESPP.

        Participation in the ESPP; limits on employee contributions

        An eligible employee may enroll in the ESPP by delivering to the Plan Administrator or its delegate, prior to the date selected by the Plan Administrator as the beginning of an offering period, an agreement authorizing contributions which may not exceed the maximum amount specified by the Plan Administrator, but in any case, with respect to purchase rights intended to receive favorable tax treatment under Section 423 of the Code, which may not exceed 15% of such employee’s compensation during the offering period. Each participant will be granted a separate purchase right for each offering in which he or she participates. Unless an employee’s participation is discontinued, his or her purchase right will be exercised automatically at the end of each purchase period at the applicable purchase price.

        Purchase price and limits; payroll deductions

        The Committee will establish one or more dates during the purchase period where it will purchase common stock (the “purchase dates”). The purchase price per share of our common stock on each purchase date during an offering period will not be less than 85% of the lesser of:

        (i)

        the fair market value of a share of our common stock on the first day of the offering period, or

        (ii)

        the fair market value of a share of our common stock on the date selected by the Plan Administrator for purchasing the common stock (the “purchase date”).

        As of March 31, 2022, the closing price of our common stock as reported on the Nasdaq Global Select Market was $143.27 per share. The ESPP does not provide for matching contributions from the Company.

        The purchase of shares during an offering period generally will be funded by a participant’s payroll deductions accumulated during the offering period. A participant may change his or her rate of contributions, as determined by the Plan Administrator and set forth in the offering document. All contributions made for a participant are credited to his or her account under the ESPP and deposited with our general funds.

        In connection with each offering made under the ESPP, the Plan Administrator may specify (i) a maximum number of shares of our common stock that may be purchased by any participant on any purchase date pursuant to such offering, or as determined by the

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        LOGO

        Proposal 2 — Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan

        Plan Administrator, a maximum dollar amount which may not exceed 15% of such employee’s eligible earnings during the offering period, (ii) a maximum aggregate number of shares of our common stock that may be purchased by all participants pursuant to such offering, and/or (iii) a maximum aggregate number of shares of our common stock that may be purchased by all participants on any purchase date pursuant to such offering. If the aggregate purchase of shares of our common stock issuable upon exercise of purchase rights granted under such offering would exceed any such maximum aggregate number, then the Plan Administrator will make a pro rata allocation of available shares in a uniform and equitable manner. In addition, no employee may purchase more than $25,000 worth of our common stock (determined based on the fair market value of the shares at the time such rights are purchased) in each calendar year. The Plan Administrator may lower the dollar value purchase limit at its discretion.

        Holding period

        Unless otherwise provided by the Plan Administrator, no shares of common stock purchased in any offering under the Plan may be transferred out of the participant’s Plan investment account to any other brokerage account designated by the participant for twelve (12) months after the purchase date on which such shares were purchased.

        Withdrawal; termination of employment; restrictions on transfer

        Participants may withdraw from a given offering by delivering a withdrawal form to us and terminating their contributions. Such withdrawal may be elected at any time prior to the end of an offering, except as otherwise provided by the Plan Administrator and set forth in the offering document. Upon such withdrawal, we will distribute to the employee his or her accumulated but unused contributions without interest, and such employee’s right to participate in that offering will terminate. However, an employee’s withdrawal from an offering does not affect such employee’s eligibility to participate in subsequent offerings under the ESPP.

        A participant’s rights under any offering under the ESPP will terminate immediately if the participant either (i) is no longer employed by us or any of our subsidiary companies (subject to any post-employment participation period required by law) or (ii) is otherwise no longer eligible to participate. In such event, we will distribute to the participant his or her accumulated but unused contributions without interest.

        Rights granted under the ESPP are not transferable except by will, by the laws of descent and distribution, or if permitted by us, by a beneficiary designation. During a participant’s lifetime, such rights may only be exercised by the participant.

        Changes in capitalization and effect of certain corporate transactions

        In the event of certain changes in our capitalization, the Plan Administrator will appropriately adjust: (i) the class(es) and maximum number of securities subject to the ESPP; (ii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding purchase rights; and (iii) the class(es) and number of securities that are the subject of any purchase limits under each ongoing offering.

        In the event of a corporate transaction (as defined in the ESPP and described below), (i) any surviving or acquiring corporation (or its parent company) may assume or continue outstanding purchase rights granted under the ESPP or may substitute similar rights

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        Proposal 2 — Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan

        (including a right to acquire the same consideration paid to the stockholder in the corporate transaction) for such outstanding purchase rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such outstanding purchase rights or does not substitute similar rights for such outstanding purchase rights, then the participants’ accumulated contributions will be used to purchase shares of our common stock within ten business days prior to the corporate transaction under such purchase rights, and such purchase rights and the Plan will terminate immediately after such purchase.

        For purposes of the ESPP, a corporate transaction generally will be deemed to occur in the event of the consummation of: (i) a sale or other disposition of all or substantially all of our consolidated assets; (ii) a sale or other disposition of at least 50% of our outstanding securities; (iii) a merger, consolidation or similar transaction following which we are not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which we are the surviving corporation but the shares of our common stock outstanding immediately prior to such transaction are converted or exchanged into other property by virtue of such transaction.

        Duration, amendment and termination

        The Plan Administrator may amend, suspend or terminate the ESPP at any time. However, for certain capitalization adjustments, any such amendment must be approved by our stockholders if such approval is required by applicable law, including any listing requirements.

        Any outstanding purchase rights granted before an amendment or termination of the ESPP will not be materially impaired by any such amendment or termination, except (i) with the consent of the employee to whom such purchase rights were granted, (ii) as necessary to comply with applicable laws, including any listing requirements or governmental regulations (including Section 423 of the Code), or (iii) as necessary to obtain or maintain favorable tax, listing or regulatory treatment.

        Notwithstanding anything in the ESPP or any offering to the contrary, the Plan Administrator will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, if applicable; (ii) permit contributions in excess of the amount designated by a participant and/or via cash, check or wire transfer in lieu of payroll deductions to adjust for mistakes in processing of properly completed contribution elections; (iii) establish reasonable waiting and adjustment periods and/ or accounting and crediting procedures to ensure that amounts applied toward the purchase of common stock for each participant properly correspond with that participant’s contributions; (iv) amend any outstanding purchase rights or clarify any ambiguities regarding the terms of any offering or purchase period to enable the purchase rights to qualify under and/or comply with Section 423 of the Code; and (v) establish other limitations or procedures as the Plan Administrator determines in its sole discretion advisable that are consistent with the ESPP and to correct for mistakes in the Company’s processing of properly completed contribution elections; provided in each case that such actions qualify under and/or comply with Section 423 of the Code. Any such actions by the Plan Administrator will not be considered to alter or impair any purchase rights granted under an offering as they are part of the initial terms of each offering and the purchase rights granted under each offering.

        Federal income tax information

        The following is a summary of the principal United States federal income tax consequences to participants and us with respect to participation in the ESPP. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local,

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        Proposal 2 — Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan

        state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of a purchase right or the sale or other disposition of common stock acquired under the ESPP. The ESPP is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

        The ESPP, and the rights of participant employees to make purchases thereunder, qualify for treatment under the provisions of Sections 421 and 423 of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of.

        Employees will generally be subject to tax in an amount that depends on the employee’s holding period with respect to the commons stock purchased under the ESPP.

        (i)

        If the common stock is sold or disposed of more than one year from the date of purchase and more than two years after the first day of the offering period in which it was purchased, or upon the employee’s death while owning the common stock, the employee will recognize ordinary income in an amount generally equal to the lesser of:

        (A)

        an amount equal to 15% of the fair market value of the common stock on the first day of the offering period, and

        (B)

        the excess of the sale price of the common stock over the purchase price.

        Any additional gain will be treated as long-term capital gain. If the common stock held for the periods described above are sold and the sale price is less than the purchase price, then the employee will recognize a long-term capital loss in an amount equal to the excess of the purchase price over the sale price of the common stock.

        (ii)

        If the common stock is sold or otherwise disposed of before the expiration of the holding periods described above, other than following the employee’s death while owning the common stock, the employee generally will recognize as ordinary income an amount equal to the excess of the fair market value of the common stock on the date the common stock were purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on the employee’s holding period with respect to the common stock.

        We are not entitled to a deduction for amounts taxed as ordinary income or capital gain to an employee except to the extent of ordinary income recognized upon a sale or disposition of common stock prior to the expiration of the holding periods described above.

        Employees who are foreign nationals or employed by a foreign subsidiary are not entitled to the tax treatment above. Foreign nationals who participate in the ESPP while employed by the Company in the U.S. will recognize ordinary income at the time the common stock is purchased measured as the excess of the fair market value of the common stock purchased over the purchase price. The Company will be entitled to a corresponding deduction. Any additional gain or loss on the subsequent sale or disposition will be long-term or short-term capital gain or loss, depending on the capital gain holding period. The foreign national maybe subject to additional taxes in his or her country of domicile. Any employees employed by a foreign subsidiary and participating in the ESPP will be subject to the tax laws of his or her respective tax jurisdiction.

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        Proposal 2 — Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan

        New plan benefits

        Participation in the ESPP is voluntary and each eligible employee will make his or her own decision regarding whether and to what extent to participate in the ESPP. In addition, our board of directors and the Compensation Committee have not granted any purchase rights under the ESPP that are subject to stockholder approval of this Proposal 2. Accordingly, the benefits or amounts that will be received by or allocated to our executive officers and other employees under the ESPP, as well as the benefits or amounts which would have been received by or allocated to our executive officers and other employees for fiscal year 2021 if the ESPP had been in effect, are not determinable. Our non-employee directors will not be eligible to participate in the ESPP.

        Equity compensation plan information

        The following table provides information as of December 31, 2021 with respect to the shares of our common stock that may be issued under our existing equity compensation plans. For a description of our equity compensation plans, see Note 22 - Stock Based Compensation to our consolidated financial statements in the 2021 Form 10-K.

        Plan category  Number of securities to be
        issued upon
        exercise/vesting of
        outstanding options,
        warrants and rights*        		  

        Weighted
        average exercise price
        of outstanding
        options, warrants

        and rights

        		  Number of securities
        remaining available for
        future issuance under
        equity compensation
        plans (excluding
        securities reflected in
        column (a))
        Equity compensation plans approved by security holders    1,378,667   $27.62    1,777,687
        Equity compensation plans not approved by security holders    —      —       —   
        Total    1,378,667    27.62    1,777,687

        *This includes outstanding options and unvested Restricted Stock Units, which include Time-Based Restricted Stock Units and Performance-Based Restricted Stock Units. See Note 22 - Stock Based Compensation to our consolidated financial statements in the 2021 Form 10-K for further details.

        Required vote

        The approval of the ESPP as set forth herein requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Unless marked to the contrary, proxies received will be voted “FOR” ratification of the appointment.

        Our board recommends that you vote:

        FOR

        The approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan

                       FOR116     

        the election of Mses. Minto and Studenmund and Mr. Kapoor as Class I directors of the Company./

        		     
        ​ EXL 2022 Proxy Statement​​ ​​​​


        LOGO

        Proposal 3 — Ratification of the appointment of independent registered public accounting firm

        Table of Contents

        Proposal 3 — Ratification of the appointment of independent registered public accounting firm

        PROPOSAL 3
        RATIFICATION OF THE APPOINTMENT OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        Our Audit Committee has appointed Deloitte & Touche LLP ("Deloitte"(“Deloitte”) as the independent registered public accounting firm to audit the Company'sCompany’s and its subsidiaries'subsidiaries’ books, records and accounts for the fiscal year 2019.2022. Our board of directors has endorsed this appointment. Ratification of the appointment of Deloitte by our stockholders is not required by law. However, as a matter of good corporate practice, such appointment is being submitted to our stockholders for ratification at the Annual Meeting. If our stockholders do not ratify the appointment, our board of directors and our Audit Committee will reconsider whether or not to retain Deloitte, but may nonetheless retain Deloitte. Even if the appointment is ratified, the Audit Committee in its discretion may change such appointment at any time during the year if it determines that such change would be in the best interests of the Company and our stockholders.

        In retaining Deloitte as the Company'sCompany’s independent registered public accounting firm, the Audit Committee considered whether the provision of non-audit services by Deloitte was compatible with maintaining Deloitte'sDeloitte’s independence and concluded that it was. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions. Deloitte has served as our independent registered public accounting firm since February 28, 2018.

        Change in Accountants

        Ernst & Young LLP ("EY") audited our consolidated financial statements for fiscal years 2017 and 2016. On February 27, 2018, pursuant to the Audit Committee determination, the Company dismissed EY as the Company's independent registered public accounting firm. EY's reports on the Company's consolidated financial statements as of and for the fiscal year ended December 31, 2017 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2016 and 2017, and the subsequent interim periods through February 27, 2018, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to EY's satisfaction, would have caused EY to make reference thereto in their reports; and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.

        In connection with the filing of the Company's Current Report on Form 8-K dated February 27, 2018 (the "Form 8-K"), the Company provided EY with a copy of the above disclosures, and requested that EY furnish a letter addressed to the SEC stating whether or not EY agrees with the statements in the immediately preceding paragraph. The Company subsequently received the requested letter, and a copy of EY's letter, dated March 1, 2018, was filed as Exhibit 16.1 to the Form 8-K.

        As of February 28, 2018, pursuant to the Audit Committee's determination, the Company engaged Deloitte to serve as its independent registered public accounting firm for fiscal year 2018. During the fiscal years ended December 31, 2016 and 2017 and the subsequent interim periods through February 28, 2018, neither the Company nor anyone on its behalf has consulted with Deloitte regarding: (i) the application of accounting principles to a specific


        Table of Contents

        transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

        The change in independent registered public accounting firm did not result from any dissatisfaction with the quality of professional services rendered by EY.

        Audit and Non-Audit Feesnon-audit fees

        The following is a summary of the fees billed or expected to be billed to us by the Company'sCompany’s independent registered public accounting firm for professional services rendered in each of the last two fiscal years:

        Fee category

        		    

        Fiscal

        2021

        		           

        Fiscal

        2020

        		 
              

        (in thousands)

         

        		 

        Audit fees

        		    $1,601         $1,451 

        Audit-related fees

        		     —          — 

        Tax fees

        		     80          758 

        All other fees

        		     34             — 

        Total fees

        		    $1,715         $2,209 

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        ​ ​​ ​​​ ​​ ​ ​​

        		 

        Fee Category


        		​

        		Fiscal
        2018

        		​

        		Fiscal
        2017(1)

        		 
        ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​

        		 

        ​

        		 ​
        		(in thousands)
        		 

        ​  

        		 

        Audit Fees

        		 $1,425 $— ​

         

        		 

        Audit-Related Fees

        		  —  —  

        ​  

        		 

        Tax Fees

        		 ​523 ​862 ​

         

        		 

        All Other Fees

        		  54  124  

        ​  

        		 

        Total Fees

        		 $2,002 $986 ​
        ​ ​​ ​​ ​ ​​ ​ ​​
        (1)
        Reflects fees

        Proposal 3 — Ratification of Deloitte prior to itsthe appointment as the Company'sof independent registered public accounting firm.

        firm

        Audit Fees.fees:

        Consist of fees billed or expected to be billed for professional services rendered for the audit of our consolidated financial statements, including (i) the audit of effectiveness of internal control over financial reporting, (ii) review of our consolidated financial statements included in our quarterly reports, and (iii) services that are normally provided by our registered independent public accountants including services in connection with statutory or regulatory filings or engagements for those fiscal years.

        Audit-related fees:

        Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

        Tax Fees.fees:

        Consist primarily of fees billed or expected to be billed for other tax filing and advisory projects.

        All Other Fees.other fees:

        Consist of fees billed or expected to be billed for other permissible work performed by the Company'sCompany’s independent public registered accounting firm that does not meet the above category descriptions.

        Our Audit Committee pre-approves and is responsible for the engagement of all auditing services provided by our independent registered public accountants and all non-auditing services to be provided by such accountants to the extent permitted under Section 10A of the Exchange Act, including all fees and other terms of engagement. Our Audit Committee may delegate the authority to pre-approve audit and permitted non-audit services between meetings of our Audit Committee to a designated member of our Audit Committee, provided that the decisions made by such member are presented to our full Audit Committee for ratification at its next scheduled meeting.

        All of the fees paid to Deloitte in fiscal year 20182021 were pre-approved by the Audit Committee.


        Table of Contents

        Required Votevote

        The ratification of the appointment of Deloitte as our independent registered public accounting firm requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Unless marked to the contrary, proxies received will be voted "FOR"“FOR” ratification of the appointment.

          Our board recommends that you vote:

        FOR

        the ratification of the appointment of Deloitte as our independent registered public accounting firm

        ​ ​​​​ ​​
        Our board recommends that you vote:
                       FOR118     

        the ratification of the appoinrment of Deloitte as our independent registered public accounting firm./

        		     
        ​ EXL 2022 Proxy Statement​​ ​​​​


        LOGO

        Proposal 4 — Advisory (non-binding) vote on executive compensation

        Table of Contents

        Proposal 4 — Advisory (non-binding) vote on executive compensation

        PROPOSAL 4
        ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

        Proposal 4 is a vote, on a non-binding advisory basis, to approve the compensation of our executive officers as described in this proxy statement.Proxy Statement. Although the vote is advisory and is not binding on the board of directors, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. We refer to this vote as the "say-on-pay"“say-on-pay” vote.

        At the 2018 Annual Meeting of Stockholders, our stockholders voted on a proposal relating to the frequency of the "say-on-pay"“say-on-pay” vote. We recommended, and our stockholders approved on a non-binding advisory basis, an annual say-on-pay vote. Accordingly, we include the say-on-pay vote each year as a regular part of each Annual Meeting of Stockholders, and the next such say-on-pay vote will occur at next year'syear’s Annual Meeting of Stockholders. The next vote on the frequency of the "say-on-pay"“say-on-pay” vote will be held at the Annual Meeting to be held in 2023.

          •

          Our board of directors is committed to corporate governance best practices and recognizes the significant interest of stockholders in executive compensation matters.

          •

        Our board of directors believes that our current executive compensation program directly links executive compensation to our performance and aligns the interests of our executive officers with those of our stockholders. For example, the bulk of our annual incentive bonuses are earned based on achievement of twothree core financial metrics: Adjusted PBTEPS, revenues and revenues.AOPM. As we discuss in greater detail in our Compensation Discussion and Analysis, these financial metrics focus our named executive officers on top-line revenues and bottom-line earnings that are likely to make meaningful contributions to our future financial performance. We believe rewarding our executives with incentive pay based on achievement of these three financial metrics closely aligns management with the interests of our stockholders.

        In addition, our philosophy places more emphasis on variable elements of compensation (such as incentive bonuses and equity-based compensation) than fixed remuneration.

        Our stockholders have the opportunity to vote for, against or abstain from voting on the following resolution:

        The above-referenced disclosures related to the compensation of our named executive officers appear beginning at page 3360 of this proxy statement.Proxy Statement.


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        Table of ContentsProposal 4 — Advisory (non-binding) vote on executive compensation

        Required Votevote

        The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Unless marked to the contrary, proxies received will be voted "FOR"“FOR” the approval of the compensation of our named executive officers.

        ​ ​​​​ ​​

        Our board recommends that you vote:

         

        FOR

        		 

        the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC (including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement)Proxy Statement)

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        ​

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        Table of ContentsMiscellaneous

        Miscellaneous

        Stockholder proposals and director nominations for the 2023 Annual Meeting

        STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
        FOR THE 2020 ANNUAL MEETING

        Stockholder proposals intended to be included in our proxy materials for the 20202023 Annual Meeting of Stockholders ("2020(“2023 Annual Meeting"Meeting”) must be received by the deadline calculated in accordance with SEC Rule 14a-8, which is 120 days before the anniversary of the date of this year's proxy statement.year’s Proxy Statement. This year'syear’s deadline is Saturday, December 28, 2019.29, 2022. Such proposals must include the information required by SEC rules, and should be sent in writing by courier or certified mail to the Corporate Secretary of the Company at 320 Park Avenue, 29th29th Floor, New York, New York 10022. Stockholder proposals that are sent to any other person or location or by any other means may not be received in a timely manner and thus may be ineligible for inclusion.

        Stockholders who intend to submit proposals at the 20202023 Annual Meeting but whose proposals are not included in the proxy materials for the meeting, and stockholders who intend to submit nominations for directors at the 20202023 Annual Meeting, are required to notify the Corporate Secretary of the Company (at the address above) of their proposal or nominations not less than 90 days, nor more than 120 days, before the anniversary of this year'syear’s Annual Meeting of Stockholders, in accordance with our by-laws. Such notices of proposals for the 20192023 Annual Meeting must be delivered between February 18, 202021, 2023 and March 19, 2020.23, 2023. Special notice provisions apply under the by-laws if the date of the 20202023 Annual Meeting is more than 30 days before or 70 days after the anniversary date of this year'syear’s Annual Meeting of Stockholders.

        Any notice of proposed business or nomination, whether or not included in our proxy statement,Proxy Statement, must include the information required under our by-laws, including Section 2.11.4, in order for the matter to be eligible for consideration at the 20202023 Annual Meeting. In addition, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in

        support of director nominees other than the company’s nominees must provide notice that sets forth the information required by

        Rule 14a-19 under the Exchange Act no later than April 22, 2023.

        The presiding officer of the 20202023 Annual Meeting may refuse to acknowledge any matter or nomination not made in compliance with the procedures in our by-laws. Our by-laws can be found on our website and the current SEC rules for submitting stockholder proposals can be obtained from the SEC at: Division of Corporation Finance, 100 F. Street, N.E., Washington, DC 20549, or through the SEC'sSEC’s Internet website at www.sec.gov.


        Table of Contents

        MISCELLANEOUS

        Delivery of Documentsdocuments to Stockholders Sharingstockholders sharing an Addressaddress

        If you are the beneficial owner, but not the record holder, of shares of our common stock, your broker, bank, trust or other nominee may only deliver one copy of this proxy statementProxy Statement and the 20182021 Form 10-K, which serves as our Annual Report to Stockholders under Regulation 14A (the "2018“2021 Annual Report"Report”), to multiple stockholders who share an address unless that nominee has received contrary instructions from one or more of the stockholders. We will deliver promptly, upon written or oral request, a separate copy of this proxy statementProxy Statement and the 20182021 Annual Report to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the proxy statementProxy Statement and annual

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        Miscellaneous

        report, now or in the future, should submit this request to our investor relations department through the Investor Relations page of our website at www.exlservice.com.https://ir.exlservice.com/. Beneficial owners sharing an address who are receiving multiple copies of proxy materials and annual reports and who wish to receive a single copy of such materials in the future will need to contact their broker, bank, trust or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.

        Electronic Accessaccess to Proxy Statement and Annual Report

        This proxy statement and our 20182021 Annual Report may be viewed on our website atwww.exlservice.com and atwww.proxyvote.com by following the instructions provided in the Internet Notice. If you are a stockholder of record, you can elect to access future annual reports and proxy statements electronically by marking the appropriate box on your proxy form. If you choose this option, you will receive a proxy form in mid-May listing the website locations and your choice will remain in effect until you notify us by mail that you wish to resume mail delivery of these documents. If you hold your common stock through a bank, broker or another holder of record, refer to the information provided by that entity for instructions on how to elect this option.

        Delinquent Section 16(a) reports

        Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of the Company’s common stock to file reports with the SEC regarding their ownership and changes in ownership of our securities. Based upon our examination of the copies of Forms 3, 4, and 5, and amendments thereto filed electronically with the SEC and the written representations of our reporting persons, we believe that all reports were filed on a timely basis during fiscal 2021, except that two Form 4 filings for Mr. Pandit (covering a total of two transactions) and one Form 3 filing for Mr. Kini (reporting his initial equity holdings), were each filed late due to administrative error.

        Forward-looking statements

        This Proxy Statement contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. You should not place undue reliance on these statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this Proxy Statement, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. For a more detailed discussion of these factors, see the information under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2021 Form 10-K .

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        Table of Contents

        Annual Meeting Q&A

        Who is providing this Proxy Statement?

        This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors of ExlService Holdings, Inc., a Delaware corporation (“us,” “we,” “our” or the “Company”), of proxies to be used at our 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held in virtual format only via live audio webcast at the website www.virtualshareholdermeeting.com/EXLS2022 on June 21, 2022 at 8:30 AM, Eastern Time, and any adjournments or postponements thereof.

        How are the proxy materials being made available?

        In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, the Company furnishes proxy materials via the Internet. If you received a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) by mail, you will not receive a printed copy of our proxy materials other than as described herein. Instead, the Internet Notice will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Internet Notice also instructs you as to how you may submit your proxy over the Internet or by phone. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting proxy materials included in the Internet Notice.

        Our Notice of Annual Meeting, Proxy Statement and form of proxy card are each available at www.proxyvote.com. You may access these materials and provide your proxy by following the instructions provided in the Internet Notice.

        When will the internet notice be sent?

        We anticipate the Internet Notice will be sent to stockholders on or about April 28, 2022. This Proxy Statement and the form of proxy relating to the Annual Meeting will be made available via the Internet to stockholders on or prior to the date that the Internet Notice is first sent.

        Who can vote?

        Only stockholders who own shares of our common stock at the close of business on April 22, 2022, the record date for the Annual Meeting, can vote at the Annual Meeting. As of the close of business on April 22, 2022, the record date, we had 33,290,291 shares of common stock outstanding and entitled to vote. Each holder of common stock is entitled to one vote for each share held as of the record date for the Annual Meeting.

        Is cumulative voting applicable in the election of directors?

        There is no cumulative voting in the election of directors.

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        How do I vote my shares?

        If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent (which means you are a “stockholder of record”), you can vote your proxy by (i) Internet, (ii) by phone or (iii) by requesting that proxy materials be sent to you by mail that will include a proxy card that you can use to vote by completing, signing, dating and returning the proxy card in the prepaid postage envelope provided. Please refer to the specific instructions set forth in the Internet Notice.

        If you are the beneficial owner of shares held in the name of a brokerage, bank, trust or other nominee as a custodian (also referred to as shares held in “street name”), your broker, bank, trustee or nominee will provide you with materials and instructions for voting your shares. In addition to voting by mail, a number of banks and brokerage firms participate in a program provided through Broadridge Financial Solutions, Inc. (“Broadridge”) that offers telephone and Internet voting options. Votes submitted by telephone or by using the Internet through Broadridge’s program must be received by 11:59 p.m. Eastern Time, on June 20, 2022.

        You also have the right to vote electronically at the Annual Meeting if you decide to attend. Our board of directors recommends that you vote by Internet, phone or mail even if you choose to attend the Annual Meeting. If you are a “stockholder of record,” you may vote your shares electronically at the Annual Meeting. If you hold your shares in “street name,” you must obtain a proxy from your broker, bank, trustee or nominee giving you the right to vote the shares electronically at the Annual Meeting or your vote at the Annual Meeting will not be counted.

        You will not be able to vote your shares unless you use one of the methods described above to designate a proxy or you vote electronically at the Annual Meeting.

        Can I revoke my proxy?

        You can revoke your proxy at any time before it is exercised in any of the following ways:

        by voting at the Annual Meeting;

        by submitting written notice of revocation to the inspector of elections prior to the Annual Meeting; or

        by submitting another properly executed proxy of a later date to the inspector of elections prior to the Annual Meeting.

        How is a quorum established at the Annual Meeting?

        A quorum, which is a majority of the issued and outstanding shares of our common stock as of the record date of April 22, 2022, must be present, in person or by proxy, to conduct business at the Annual Meeting. A quorum is calculated based on the number of shares represented by the stockholders attending the Annual Meeting in person and by their proxy holders. If you indicate an abstention as your voting preference for all matters to be acted upon at the Annual Meeting, your shares will be counted toward a quorum but they will not be voted on any matter. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of quorum at the Annual Meeting.

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        What is a “broker non-vote”?

        If you are the beneficial owner of shares held in “street name” by a broker, then your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. If you fail to provide instructions to your broker, under the New York Stock Exchange rules (which apply to brokers even though our shares are listed on the NASDAQ Stock Market), your broker will not be authorized to vote your shares on “non-routine” proposals, which include, at the Annual Meeting, the election of directors and approval on an advisory (non-binding) basis of the compensation of our named executive officers. As a result, a “broker non-vote” occurs. However, without your instructions, your broker has discretionary authority to vote your shares with respect to “routine” proposals only, which include, at the Annual Meeting, the ratification of the appointment of our independent registered public accounting firm.

        How many votes are needed to approve each proposal and what is the effect of abstentions and/or broker non-votes?

        Proposal 1: Election of directors

        Under our Fifth Amended and Restated By-Laws (our “by-laws”), directors who are standing for election at the Annual Meeting will be elected by the affirmative vote of a majority of votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) by stockholders in person or represented by proxy and entitled to vote at the Annual Meeting. If any incumbent nominee for director receives a greater number of votes “against” his or her election than votes “for” such election, our by-laws provide that such person will tender to the board of directors his or her resignation as a director. You may cast your vote in favor of electing all of the nominees as directors, against one or more nominees, or abstain from voting your shares. For purposes of the vote on Proposal 1, abstentions and broker non-votes will have no effect on the results of the vote. Virtual attendance at our Annual Meeting will constitute presence in person for purposes of voting at the Annual Meeting.

        Other proposals

        The approval of the EXL 2022 ESPP, the ratification of the appointment of our independent registered public accounting firm, the advisory (non-binding) approval of the compensation of our named executive officers and each other item to be acted upon at the Annual Meeting will require the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. You may cast your vote in favor of or against these proposals or you may abstain from voting your shares. For purposes of the vote on Proposal 2 (approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan), Proposal 3 (ratification of the appointment of our independent registered public accounting firm), Proposal 4 (advisory (non-binding) vote on executive compensation), and such other items properly presented and to be acted upon at the Annual Meeting, abstentions will have the effect of a vote against these proposals. Broker non-votes will have the effect of a vote against Proposals 2 and 4, but because Proposal 3 is a “routine” proposal where brokers have discretionary authority to vote in the absence of instruction, there will be no broker non-votes.

        If you submit your proxy, but do not mark your voting preference, the proxy holders will vote your shares (i) FOR the election of all six nominees for director, (ii) FOR the ratification of the appointment of our independent registered public accounting firm, (iii) FOR the approval on an advisory (non-binding) basis of the compensation of our named executive officers, and (iv) as described below, in the judgment of the proxy holder on any other matters properly presented at the Annual Meeting.

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        Are there other matters to be acted upon at the meeting?

        Our board of directors presently is not aware of any matters, other than those specifically stated in the Notice of Annual Meeting, which are to be presented for action at the Annual Meeting. If any matter other than those described in this Proxy Statement is presented at the Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.

        What about adjournments and postponements?

        Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting is properly adjourned or postponed.

        Who pays for solicitation of proxies?

        We will pay the cost of printing and mailing proxy materials and posting them on the Internet. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of our common stock.

        How can I attend the annual meeting and why is the Company holding the Annual Meeting in a virtual only format?

        We have monitored the pandemic closely and have determined that holding an in-person annual meeting could pose a risk to the health and safety of our stockholders, employees, and directors, and therefore we will instead hold a virtual Annual Meeting rather than a meeting in New York or at any physical location.

        To attend and participate in the Virtual Annual Meeting, stockholders will need to access the live audio webcast of the meeting. To do so, stockholders of record will need to visit www.virtualshareholdermeeting.com/EXLS2022 and use their 16-digit Control Number provided in the Internet Notice to log in to this website, and beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares. We encourage stockholders to log in to this website and access the webcast before the Annual Meeting’s start time. Further instructions on how to attend, participate in and vote at the Annual Meeting, including how to demonstrate your ownership of our stock as of the record date, are available at www.virtualshareholdermeeting.com/EXLS2022. Please note you will only be able to attend, participate and vote in the meeting using this website. All references to attending the Annual Meeting “in person” in this Proxy Statement shall mean attending the live webcast at the Annual Meeting.

        How do I submit questions at the Annual Meeting?

        We are committed to ensuring that our stockholders will be afforded the same rights and opportunities to participate in a virtual Annual Meeting as they would at a meeting held at a physical location. You will be able to submit questions during our Annual Meeting by visiting www.virtualshareholdermeeting.com/EXLS2022. We will try to answer as many stockholder-submitted

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        questions as time permits that comply with the meeting rules of conduct as determined by the chair of the meeting. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

        Will the Annual Meeting be recorded?

        A recording of the Annual Meeting will be available online at http://ir.exlservice.com for approximately 12 months following the meeting date.

        What if I have technical difficulties or trouble accessing the virtual Annual Meeting?

        We will have technicians ready to assist you with any technical difficulties you may have accessing the live webcast of the Annual Meeting. A technical support phone number will be posted on www.virtualshareholdermeeting.com/EXLS2022 that you may call if you experience technical difficulties during the check-in process or during the Annual Meeting.

        What if I have further questions?

        If you have any further questions about voting your shares or attending the Annual Meeting, please call our Investor Relations Department at (212) 624-5913 or email at ir@exlservice.com.

        Important

        Please promptly vote and submit your proxy before the Annual Meeting by (i) Internet (by following the instructions provided in the Internet Notice), (ii) by phone (by following the instructions provided in the Internet Notice) or (iii) by requesting that proxy materials be sent to you by mail that will include a proxy card that you can use to vote by completing, signing, dating and returning the proxy card in the prepaid postage envelope provided. This will not limit your right to attend or vote at the Annual Meeting.

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        Other matters

        Other matters

        Our board of directors does not know of any other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, your proxy holders will vote on it as they think best unless you direct them otherwise in your proxy instructions.

        Whether or not you intend to be present at the Annual Meeting, we urge you to submit your signed proxy promptly.




        By Order of the Board of Directors,



        Ajay Ayyappan
        Senior Vice President, General Counsel
        and Corporate Secretary

        By Order of the Board of Directors,

        LOGO

        Ajay Ayyappan

        Senior Vice President, General Counsel and Corporate Secretary

        New York, New York

        April 26, 201928, 2022

        We will furnish without charge to each person whose proxy is being solicited, upon the written request of any such person, a copy of the 20182021 Form 10-K, as filed with the SEC, as well as copies of exhibits to the 20182021 Form 10-K, but for copies of exhibits will charge a reasonable fee per page to any requesting stockholder. Stockholders may make such request in writing to ExlService Holdings, Inc., 320 Park Avenue, 29th29th Floor, New York, New York 10022, Attention: Investor Relations. The request must include a representation by the stockholder that as of April 18, 2019,22, 2022, the stockholder was entitled to vote at the Annual Meeting.

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        Table of Contents

        Annex A

        CERTIFICATE OF AMENDMENT
        TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
        OF
        EXLSERVICE HOLDINGS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN

        I,1. GENERAL; PURPOSE.

        (a) The Plan provides a means by which Eligible Employees of the undersigned, beingCompany and certain designated Related Corporations may be given an opportunity to purchase Common Stock. The Plan permits the officerCompany to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. The Company intends (but makes no undertaking or representation to maintain) the Plan to qualify as an Employee Stock Purchase Plan. The provisions of the Plan, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code where applicable. In addition, the Company may make separate Offerings which vary in terms (provided that such terms are not inconsistent with the provisions of the Plan or the requirements of an Employee Stock Purchase Plan where applicable), and the Company will designate which Related Corporations are participating in each separate Offering.

        (b) The Company, by means of the Plan, seeks to retain the services of such Eligible Employees, to secure and retain the services of new Eligible Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.

        (c) Certain capitalized terms are defined in Section 17 herein.

        2. ADMINISTRATION.

        (a) The Committee will administer the Plan, unless otherwise required by Applicable Law or determined by the Board. The Board retains concurrent authority to administer the Plan. To the extent the Board administers the Plan, references herein to the Committee shall be deemed to refer to the Board except where context dictates otherwise.

        (b) The Committee will have the power, subject to, and within the limitations of, the express provisions of the Plan:

        (i)

        To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical), including, without limitation, the determination of Offering Dates, Purchase Dates and Purchase Periods.

        (ii)

        To designate from time to time (A) which Related Corporations of the Company will be eligible to participate in the Plan and (B) in which Offering the Related Corporations will participate.

        (iii)

        To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective.

        (iv)

        To settle all controversies regarding the Plan and Purchase Rights granted under the Plan.

        (v)

        To suspend or terminate the Plan at any time as provided in Section 13.

        (vi)

        To amend the Plan at any time as provided in Section 13.

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        (vii)

        Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan where applicable.

        (viii)

        To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside the United States. Without limiting the generality of, and consistent with, the foregoing, the Committee specifically is authorized to adopt rules, procedures, and sub-plans regarding, without limitation, eligibility to participate in the Plan, the definition of eligible “compensation,” handling and making of Contributions, establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements.

        (c) The Committee will have the power to delegate to a subcommittee or the Chairperson of the Committee any of the administrative powers the Committee is authorized to exercise (and references to the Committee in this Plan and in any applicable Offering Document will thereafter be to such subcommittee, as applicable, except where context dictates otherwise), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time. The Committee will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

        (d) All determinations, interpretations and constructions made by the Committee in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

        3. COMMON STOCK SUBJECT TO THE PLAN.

        (a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed 800,000 shares of Common Stock.

        (b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan.

        (c) The shares purchasable under the Plan will be authorized but unissued or reacquired Common Stock, including Common Stock repurchased by the Company on the open market or otherwise, in accordance with Applicable Law.

        4. GRANT OF PURCHASE RIGHTS; OFFERING.

        The Committee may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Committee. Each Offering will be in such form and will contain such terms and conditions as the Committee will deem appropriate, and will comply with Applicable Law and ensure that all Eligible Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by

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        reference in the document comprising the Offering or otherwise) the period during which the Offering will be effective, which period will not exceed 12 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

        5. ELIGIBILITY.

        (a) Purchase Rights may be granted only to Employees of the Company or, as the Committee may designate in accordance with Section 2(b), to Employees of a Related Corporation. Except as provided in Section 5(b) or as required by Applicable Law, an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company or the Related Corporation, as the case may be, for such continuous period preceding such Offering Date as the Committee may require, but in no event will the required period of continuous employment be equal to or greater than two years. In addition, the Committee may provide that no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee’s customary employment with the Company or the Related Corporation is more than 20 hours per week and more than five months per calendar year or such other criteria as the Committee may determine consistent with Section 423 of the Code. Unless otherwise specified in the Offering, an Employee must be employed with the Company or, as the Committee may designate in accordance with Section 2(b), a Related Corporation in good standing to be eligible to be granted Purchase Rights.

        (b) The Committee may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee, or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:

        (i)

        the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes, including determination of the exercise price of such Purchase Right;

        (ii)

        the period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such Offering; and

        (iii)

        the Committee may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she will not receive any Purchase Right under that Offering.

        (c) No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such Employee owns shares possessing 5% or more of the total combined voting power or value of all classes of all shares of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code will apply in determining the share ownership of any Employee, and shares which such Employee may purchase under all outstanding Purchase Rights and options will be treated as shares owned by such Employee.

        (d) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employee’s rights to purchase shares of the Company or any Related Corporation to

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        accrue at a rate which, when aggregated, exceeds U.S. $25,000 of Fair Market Value of such shares (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time.

        (e) Officers of the Company and any designated Related Corporation, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Committee may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.

        6. PURCHASE RIGHTS; PURCHASE PRICE.

        (a) On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the boardCommittee, but in either case not exceeding 15% of directorssuch Employee’s compensation (as defined by the Committee in each Offering) during the period that begins on the Offering Date (or such later date as the Committee determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.

        (b) The Committee will establish one (or more than one, if the Committee deems advisable) Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised and shares of Common Stock will be purchased in accordance with such Offering.

        (c) In connection with each Offering made under the Plan, the Committee may specify (i) a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to execute this Certificatesuch Offering, (iii) a maximum aggregate number of Amendmentshares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering, and/or (iv) a maximum and/or minimum Contribution. If the aggregate purchase of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Committee action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock available will be made in as nearly a uniform manner as will be practicable and equitable.

        (d) The purchase price of Common Stock acquired pursuant to Purchase Rights will be not less than eighty-five percent (85%) of the lesser of:

        (i)

        the Fair Market Value of the Common Stock on the Offering Date; or

        (ii)

        the Fair Market Value of the Common Stock on the applicable Purchase Date.

        7. PARTICIPATION; WITHDRAWAL; TERMINATION.

        (a) An Eligible Employee may elect to participate in an Offering and authorize payroll deductions as the means of making Contributions by completing and delivering to the AmendedCompany, within the time specified in the Offering, an enrollment form provided

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        by the Company. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Committee. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and Restated Certificate of Incorporation of ExlService Holdings, Inc. (the "Corporation"), a corporation organized and existing under and by virtuewill be deposited with the general funds of the GeneralCompany except where Applicable Law requires that Contributions be deposited with a third party. If permitted in the Offering, a Participant may begin such Contributions with the first practicable payroll occurring on or after the Offering Date (or, in the case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. If required under Applicable Law or specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through the payment by cash, check or wire transfer prior to a Purchase Date.

        (b) During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute as soon as practicable to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering shall thereupon terminate. A Participant’s withdrawal from that Offering will have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings.

        (c) Unless otherwise required by Applicable Law, Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period required by law) or (ii) is otherwise no longer eligible to participate. The Company will distribute to such individual as soon as practicable all of his or her accumulated but unused Contributions. For purposes of this Plan, a Participant’s employment will be considered terminated as of the date that participant is no longer actively providing services as an employee and will not be extended by any notice period (i.e., active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where participant is employed or the terms of participant’s employment agreement, if any, but is not actively providing services); the Committee shall have the exclusive discretion to determine when the participant is no longer actively providing services for purposes of participation in the Plan.

        (d) Unless otherwise determined by the Committee, a Participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in service) by or between the Company and a Related Corporation that has been designated for participation in the Plan will not be treated as having terminated employment for purposes of participating in the Plan or an Offering.

        (e) During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in Section 10.

        (f) Unless otherwise specified in the Offering or required by Applicable Law, the Company will have no obligation to pay interest or earnings on Contributions.

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        8. EXERCISE OF PURCHASE RIGHTS.

        (a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless provided for in the Offering.

        (b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest (unless the payment of interest is otherwise required by Applicable Law). Unless otherwise provided in the Offering, if the amount of Contributions remaining in a Participant’s account after the purchase of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such Participant after the final Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by Applicable Law), unless such Participant elects to have such amounts held in such Participant’s account for the purchase of Common Stock under the next Offering under the Plan and such Participant is eligible to participate in such next Offering.

        (c) No Purchase Rights may be exercised to any extent unless the Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the Common Stock is not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the Common Stock is subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 6 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the Common Stock is not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed as soon as practicable to the Participants without interest (unless the payment of interest is otherwise required by Applicable Law).

        (d) If the Common Stock available for purchase for any Offering is insufficient to cover the number of whole shares of Common Stock which Participants have elected to purchase, then each Participant’s Purchase Rights for such Offering Period shall be reduced to the number of whole shares of Common Stock which the Committee shall determine by multiplying the number of shares of Common Stock available for the Offering by a fraction, the numerator of which shall be the number of shares of Common Stock for which such Participant would have been granted a Purchase Right if sufficient shares were available and the denominator of which shall be the total number of shares of Common Stock for which Purchase Rights would have been granted to all Participants if sufficient shares were available.

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        9. AUTHORIZATIONS.

        With respect to Non-U.S. Participants the Company may, but is not obligated to, seek to obtain from each Governing Entity such authority as may be required to grant Purchase Rights and issue and sell Common Stock thereunder to such Participants. If the Company does not obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan to Non-U.S. Participants, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights to such Participants.

        10. DESIGNATION OF BENEFICIARY.

        (a) The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any Common Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company.

        (b) If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any Common Stock and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such Common Stock and/or Contributions without interest (unless the payment of interest is otherwise required by Applicable Law), to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

        11. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS.

        (a) In the event of a Capitalization Adjustment, the Committee will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iii) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Committee will make these adjustments, and its determination will be final, binding and conclusive.

        (b) In the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase Common Stock within ten business days prior to the Corporate Transaction under the outstanding Purchase Rights, and the Purchase Rights and this Plan will terminate immediately after such purchase.

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        12. DELIVERY OF SHARES; HOLDING PERIOD.

        (a) Whole shares of Common Stock purchased upon the exercise of Purchase Right under the Plan may be registered in book entry form or represented in certificate form and shall be held for the Participant in an investment account maintained by the Plan’s third-party custodian. The shares of Common Stock in a Participant’s investment account shall be registered in the Participant’s name (or, to the extent permitted under procedures established by the third-party custodian, jointly in the names of the Participant and the Participant’s spouse or beneficiary). No Participant (or any person who makes a claim through a Participant) shall have any interest in any shares of Common Stock subject to a Purchase Right until such Purchase Right has been exercised and the related shares of Common Stock have been registered in the Participant’s investment account. The Committee may impose restrictions on the sale or transfer of shares held in a Participant’s investment account, in accordance with Code section 423, with respect to any shares of Stock purchased under the Plan if the purchase discount exceeds 5%.

        (b) In addition, unless otherwise provided by the Committee, no shares of Common Stock purchased in any Offering under the Plan may be transferred out of the Participant’s Plan investment account to any other brokerage account designated by the Participant for twelve (12) months after the Purchase Date on which such shares were purchased. Any fees associated with the sale or transfer of any shares of Common Stock shall be borne by the Participant.

        13. AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN.

        (a) The Committee may amend the Plan at any time in any respect the Committee deems necessary or advisable. However, except as provided in Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by Applicable Law.

        (b) The Committee may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated.

        (c) Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the date the Plan is adopted by the Committee, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment. To be clear, the Committee may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section 423 of the Code or with respect to other Applicable Laws. Notwithstanding anything in the Plan or any Offering Document to the contrary, the Committee will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars; (ii) permit Contributions in excess of the amount designated by a Participant in order to adjust for mistakes in the Company’s processing of properly completed Contribution elections; (iii) establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with

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        amounts withheld from the Participant’s Contributions; (iv) amend any outstanding Purchase Rights or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or comply with Section 423 of the Code; and (v) establish other limitations or procedures as the Committee determines in its sole discretion advisable that are consistent with the Plan. The actions of the Committee pursuant to this paragraph will not be considered to alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase Rights granted under each Offering.

        14. TAX QUALIFICATION; TAX WITHHOLDING.

        (a) Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants.

        (b) Each Participant will make arrangements, satisfactory to the Company and any applicable Related Corporation, to enable the Company or the Related Corporation to fulfill any withholding obligation for Tax-Related Items. Without limitation to the foregoing, the amount necessary to satisfy such withholding obligation may be withheld (i) from the Participant’s salary or any other cash payment due to the Participant from the Company or a Related Corporation or (ii) from the proceeds of the sale of Common Stock acquired under the Plan.

        15. EFFECTIVE DATE OF PLAN.

        The Plan will become effective upon the Effective Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 12(a) above, materially amended) by the Committee.

        16. MISCELLANEOUS PROVISIONS.

        (a) Proceeds from the sale of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.

        (b) A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent).

        (c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a Related Corporation to continue the employment of a Participant.

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        (d) The provisions of the Plan will be governed by the laws of the State of Delaware, do hereby certify:without resort to that state’s conflict of laws rules. This Plan shall be interpreted and construed in accordance with the laws of the State of Delaware.

        FIRST: By unanimous written consent(e) To the extent permitted by applicable law and in the discretion of the Committee, an Eligible Employee may submit any form or notice as set forth herein by means of an electronic form approved by the Committee. Before the commencement of an Offering, the Committee may prescribe the time limits within which any such electronic form shall be submitted to the Committee with respect to such Offering in order to be a valid election.

        (f) The cost, if any, for the delivery of shares of Common Stock to a Participant or commissions upon the sale of Common Stock shall be paid by the Participant using such service. Other expenses associated with the Plan, if any, at the discretion of the Committee, will be allocated as deemed appropriate by the Committee.

        (g) All payroll deduction authorizations and other communications from a Participant to the Committee under, or in connection with, the Plan shall be deemed to have been filed with the Committee when actually received in the form specified by the Committee at the location, or by the person, designated by the Committee for the receipt of such authorizations and communications.

        (h) Neither the granting of a Purchase Right to an employee, nor the deductions from his or her pay shall cause such employee to be a stockholder of the Common Stock covered by a Purchase Right until such shares of Common Stock have been purchased by and issued to him or her.

        17. DEFINITIONS.

        As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

        (a) “Applicable Law” means shall mean any applicable securities, federal, state, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of Nasdaq or the Financial Industry Regulatory Authority).

        (b) “Board” means the Board of Directors of the Company.

        (c) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the shares of Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Committee without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, share dividend, dividend in property other than cash, large nonrecurring cash dividend, share split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

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        (d) “Code” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

        (e) “Committee” means the Compensation Committee of the Board.

        (f) “Common Stock” means the shares of common stock of the Company par value $0.001 per share.

        (g) “Company” means ExlService Holdings, Inc., filed witha Delaware corporation, and any successor corporation thereto.

        (h) “Contributions” means the Corporation, resolutions were duly adopted setting forthpayroll deductions and other additional payments specifically provided for in the Offering that a proposed amendmentParticipant contributes to fund the Amendedexercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and Restated Certificatethen only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions.

        (i) “Corporate Transaction” means the consummation, in a single transaction or in a series of Incorporation,related transactions, of any one or more of the following events: (i) a sale or other disposition of all or substantially all, as amended,determined by the Board in its sole discretion, of saidthe consolidated assets of the Company and its Subsidiaries; (ii) a sale or other disposition of more than 50% of the outstanding securities of the Company; (iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation declaring said amendment to be advisable and directing thatbut the amendment be considered atshares of Common Stock outstanding immediately preceding the nextmerger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

        (j) “Director” means a member of the Board.

        (k) “Effective Date” means the date of the annual meeting of the stockholders of said corporation.the Company held in 2022, provided that this Plan is approved by the Company’s stockholders at such meeting.

        The text of(l) “Eligible Employee” means an Employee who meets the Amended and Restated Certificate of Incorporation is asrequirements set forth in the document(s) governing the Offering for eligibility to participate in the Offering, provided that such resolutionEmployee also meets the requirements for eligibility to participate set forth in the Plan.

        (m) “Employee” means any person, including an Officer or Director, who is “employed” for purposes of Section 423(b)(4) of the Code by the Company or a Related Corporation. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

        (n) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “Employee Stock Purchase Plan,” as that term is defined in Section 423(b) of the Code.

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        (o) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

        (p) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

        1.       The first paragraph ofSection 6.2

        (i)

        If the Common Stock is listed on any established exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined by the Committee, the closing sales price for such Common Stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in such source as the Committee deems reliable. Unless otherwise provided by the Committee, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists.

        (ii)

        In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Committee in good faith in compliance with Applicable Law and in a manner that complies with Sections 409A of the Code.

        (q) “Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or regulatory body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Governing Entity and any court or other tribunal, and for the Amended Restated Certificateavoidance of Incorporation, as amended,doubt, any Tax authority) or other body exercising similar powers or authority; or (d) self-regulatory organization (including Nasdaq and the Financial Industry Regulatory Authority).

        (r) “Governing Entity” means each U.S. federal or state, foreign or other regulatory commission or agency having jurisdiction over the Plan.

        (s) “Non-U.S. Participants” means Participants employed by any Related Corporation that is hereby amended and restatednot incorporated or organized in its entiretythe United States.

        (t) “Offering” means the grant to read as follows:


        "TermsEligible Employees of Directors. Subject toPurchase Rights, with the provisionsexercise of this Certificate of Incorporation relating to directors elected bythose Purchase Rights automatically occurring at the holdersend of one or more seriesPurchase Periods. The terms and conditions of Preferredan Offering will generally be set forth in the “Offering Document” approved by the Committee for that Offering.

        (u) “Offering Date” means a date selected by the Committee for an Offering to commence.

        (v) “Officer” means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the Exchange Act.

        (w) “Participant” means an Eligible Employee who holds an outstanding Purchase Right.

        (x) “Plan” means this ExlService Holdings, Inc. 2022 Employee Stock votingPurchase Plan, as a separate series or withamended from time to time.

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        (y) “Purchase Date” means one or more other series of Preferred Stock, at each annual meeting of stockholders commencing with the 2019 annual meeting of stockholders, directors of the corporation other than those in the 2020 Class and 2021 Class (each as defined below) shall be elected for a term of one year, expiring at the next succeeding annual meeting of stockholders. Each director of the corporation who was elected at the 2017 annual meeting of stockholders for a three-year term expiring in 2020 (the "2020 Class"), and each director of the corporation who was elected at the 2018 annual meeting of stockholders for a three-year term expiring in 2021 (the "2021 Class"), including any person appointed to fill any vacancy occurring with respect to any director in the 2020 Class or the 2021 Class (each of whom shall be deemed to be a member of the class of directors in which the vacancy occurred), shall continue to hold office until the end of the term for which such director was elected or appointed, as applicable. Subject to the provisions of this Certificate of Incorporation relating to directors electeddates during an Offering selected by the holdersCommittee on which Purchase Rights will be exercised and on which purchases of Common Stock will be carried out in accordance with such Offering.

        (z) “Purchase Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following an Offering Date, and ending on a Purchase Date. An Offering may consist of one or more seriesPurchase Periods.

        (aa) “Purchase Right” means an option to purchase Common Stock granted pursuant to the Plan.

        (bb) “Related Corporation” means any “parent corporation” or “subsidiary corporation” of Preferred Stock,the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

        (cc) “Securities Act” means the U.S. Securities Act of 1933, as amended.

        (dd) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding share capital having ordinary voting aspower to elect a separate series or with one or more other seriesmajority of Preferred Stock, (a) commencing with the 2020 annual meetingboard of stockholders, all directors of such corporation (irrespective of whether, at the time, shares of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other than thoseentity in which the Company has a direct or indirect interest (whether in the 2021 Classform of voting or participation in profits or capital contribution) of more than fifty percent (50%). For purposes of the foregoing clause (i), the Company will be electeddeemed to “Own” or have “Owned” such securities if the Company, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

        (ee) “Tax-Related Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items arising out of or in relation to a Participant’s participation in the Plan, including, but not limited to, the exercise of a Purchase Right and the receipt of Common Stock or the sale or other disposition of Common Stock acquired under the Plan.

        (ff) “Trading Day” means any day on which the exchange(s) or market(s) on which Common Stock is listed, including but not limited to the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto, is open for a term of one year, and (b) commencing with the 2021 annual meeting of stockholders, all directors of the corporation will be elected for a term of one year. In all cases, each director shall serve until such director's successor has been duly elected and qualified or until such director's earlier death, disqualification, resignation or removal."

        SECOND: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. The foregoing amendments shall be effective upon filing with the Secretary of State of the State of Delaware.trading.


         

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        EXLSERVICE HOLDINGS, INC. 320 PARK AVENUE, 29th FLOOR NEW YORK, NY 10022 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 1 OF 2 1 1 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M.p.m. Eastern Time on June 16, 2019.20, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. EXLSERVICE HOLDINGS, INC. 320 PARK AVENUE, 29th FLOOR NEW YORK, NEW YORK 10022During The Meeting - Go to www.virtualshareholdermeeting.com/EXLS2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M.p.m. Eastern Time on June 16, 2019.20, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. NAME THE COMPANY NAME INC. COMMON THE COMPANY NAME INC. CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K CONTROL # 0000000000000000 SHARES 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 PAGE 1 OF 2 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E75473-P24645 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. EXLSERVICE HOLDINGS, INC. The Board of Directors recommends you vote FOR proposal 1. For Against Abstain ! ! ! 1. The amendment of the Company's amended and restated certificate of incorporation to effect a phased declassification of the board of directors over the next three years For Against Abstain The Board of Directors recommends you vote FOR the following: ! ! !1. Election of Directors Nominees For Against Abstain 1a. Vikram Pandit 1b. Rohit Kapoor 1c. Anne Minto 1d. Som Mittal 1e. Clyde Ostler 1f. Kristy Pipes 1g. Nitin Sahney 1h. Jaynie Studenmund The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For Against Abstain 2. The approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan. 3. The ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2022. 4. The approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company 2. Election of Directors Nominees: For Against AbstainCompany. NOTE: The proxies are authorized to act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof ! ! ! ! ! ! ! ! ! 2a. Rohit Kapoor 2b. Anne Minto 2c. Jaynie Studenmund The Board of Directors recommends you vote FOR proposals 3 and 4. ! ! ! 3. The ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2019thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. 0000549691_1 R1.0.0.24 Signature [PLEASE SIGN WITHIN BOX] Date JOB # Signature (Joint Owners) Date

        SHARES CUSIP # SEQUENCE # 02 0000000000

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        Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E75474-P24645www.proxyvote.com EXLSERVICE HOLDINGS, INC. Annual Meeting of Shareholders June 17, 201921, 2022 8:30 A.M. EDTAM ET This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Vishal ChhibbarMaurizio Nicolelli and Ajay Ayyappan, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of commonCommon/Preferred stock of EXLSERVICE HOLDINGS, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held virtually via live audio webcast at www.virtualshareholdermeeting.com/EXLS2022, at 8:30 A.M., Eastern Daylight Time on June 17, 2019, at 320 Park Avenue, 29th Floor, New York, New York 10022,21, 2022, and any adjournment or postponement thereof. The undersigned hereby also authorize(s) the proxy, in his or her discretion, to vote on any other business that may properly be brought before the meeting or any adjournment or postponement thereof to the extent authorized by Rule 14a-4(c) promulgated by the Securities and Exchange Commission. The undersigned hereby acknowledge(s) receipt of the notice of Annual Meeting of Shareholders, dated on or about April 28, 2022, and the Proxy Statement furnished therewith. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations, and accordingly, will be voted FOR each of the Board of Directors’Directors' nominees for director specified in Proposal 2,1 and FOR Proposals 1,2, 3 and 4, unless a contrary choice is specified, in which case the proxy will be voted as specified. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders, dated on or about April 26, 2019, and the Proxy Statement furnished therewith. Continued and to be signed on reverse side

        0000549691_2 R1.0.0.24