(Amendment No.)
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material 240.14a-12 |
☒ | No fee |
☐ | Fee paid previously with preliminary |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| 320 Park Avenue, 29th Floor New York, NY 10022 (212) 277-7100 |
Dear Stockholder,
At EXL, 20212022 was a year marked by creativity, adaptationdisruption and evolution. As businesses around the world, includingtransformation. At EXL, we viewed this as an opportunity. We developed innovative solutions to harness 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 inclients’ data and gain a competitive advantage. Their successes led to our success.
Our headline earnings numbers tell part of the story. In 2022, we generated strong growth across both Analytics and Digital Operations and Solutions. Our 2022 revenue was 1.41 billion, representing growth of 26% over 2021. We also grew adjusted EPS to $6.02, up 25% from $4.83 in 2021.
Our achievements in 2022 are rooted in our unique data-driven capabilities to improve our clients’ operations through digital assets with a clear vision for the future—we are now a fully integrated datasolutions, enable better decision-making through advanced analytics, and digital operationsembed intelligence in their workflows through machine learning, AI and solutionsautomation. Every business today is being challenged to do more with exceptional talent. The transformation of our business is reflected in our new mission statement: “we make senseless while customer expectations for speed, personalization and seamless integration continue to expand. EXL harnesses the power of data to move your business forward.”
Wehelp our clients meet those challenges. These data-driven efforts help our clients react faster, reduce costs and build stronger customer experiences. Going 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 ablethis strategy will continue to grow revenues sequentially every quarter, despite the impactssuccess of the Delta COVID-19 variant on our workforce,clients 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 success.
Our successes last year are attributableability to the agilityexecute this strategy is a testament to our talented and resiliencesteadily growing team of more than 45,400 people, as well as our team, alongculture of learning, diversity and experience. Our employees’ creativity and dedication allow EXL to meet market demand and keep pace with the proactive and systematic adaptation of our business modelclients’ evolving requirements. In 2022, our employees continued to address rapidly evolving market needs. Reflecting on the last several years, our increased focus and investmentsenhance their expertise, collectively investing more than 509,000 hours in developing data,their professional skills, functional and leadership capabilities and domain expertise. We achieved more than 8,000 specializations across key areas, such as cloud, analytics and 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.solution architecture, among others.
This year’s Proxy Statement continues to highlight progress on our environmental, social and governance (ESG) - related efforts, which we view as integral to our long-term success, durabilitycorporate strategy. In 2022, we made strides toward our transition to sustainable energy and resiliencygave back to more than 14,000 people in our communities around the world through volunteering in our signature community engagement initiatives, Skills to Win and Education as an organization. In December 2021, we publisheda Foundation. We also helped our second annual Sustainability Report accordingclients make their businesses more sustainable through the use of cloud services, digital operations and solutions resulting in paper reduction and analytics to meet compliance and risk objectives. We continuously improve on our corporate governance – in 2022, by allocating formal oversight over ESG-related controls and disclosures to our Audit Committee, and by carrying through our board refreshment philosophy to promote the Sustainability Accounting Standards Board, the Global Reporting Initiative standards
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diversity of backgrounds, skills and professional experience among our directors necessary to oversee our evolving corporate strategy, while continuing to hold regular conversations with our stockholders on governance-related topics through our stockholder engagement program. We are proud of this progress, and the UN Sustainability Development Goals. The report outlines our environmental, human capital management, and corporate social responsibilityexternal recognitions we received for these 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 inincluding for the UN Global Compact in 2021 and were recently included on Newsweek’s listsecond year as one of America’s Most Responsible Companies by Newsweekand Statista, Inc., and for the second year as one of Barron’s 2022 list of 100 Most Sustainable Companies.Companies and a Gold rating from EcoVadis. You can read more about our recent accomplishments incommitment to ESG issues on our website, in our Sustainability Report and in the “Sustainability” section of this Proxy Statement.
We 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.
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Finally, we wishwould like to thank Garen Staglin,Anne Minto and Clyde Ostler who will be departingretiring from our board of directors following our 20222023 Annual Meeting of Stockholders,Stockholders. Anne served on EXL’s board for his 1710 years and Clyde has been on our board since 2007. Both have played key roles in guiding our company to its current position. We would also like to welcome Andreas Fibig, a seasoned global executive with a strong record of service to EXL including eight yearsinnovation across industries and geographies, who joined EXL’s board as Chairmanan independent director in January 2023, and is standing for reelection at the 2023 Annual Meeting of the Board.Stockholders.
On behalf of the board of directors of ExlService Holdings, Inc., we are pleased to invite you to the 20222023 Annual Meeting of Stockholders, which will be held on June 21, 2022.20, 2023. 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 carefully read carefully the attached 20222023 Annual Meeting of Stockholders and Proxy Statement, which containcontains 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,
Vikram Pandit Chairman | Rohit Kapoor Vice Chairman and CEO |
EXL | / | 3 |
Notice of 20222023 Annual Meeting of Stockholders
Dear Stockholder:
You are cordially invited to the 20222023 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 |
2. |
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the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year |
the approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company; |
4. | the determination, on a non-binding advisory basis, of how frequently the stockholders should hold a non-binding advisory vote to approve the compensation of the named executive officers of the Company; |
5. | the approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a 5-for-1 “forward” stock split with a corresponding increase in the authorized number of shares of our common stock; |
6. | the approval of an amendment to our Amended and Restated Certificate of Incorporation to allow for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of common stock; and |
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, 202220, 2023 at 8:30 AM, Eastern Time, instead of holding the meeting in New York or at any physical location. However, ourTime. 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/EXLS2022EXLS2023 and using your 16-digit control number.
If you are a stockholder of record at the close of business on April 22, 2022,21, 2023, 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 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. 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.EXLS2023.
Please note the technical requirements for virtual attendance at the Annual Meeting, as described in the enclosed Proxy Statement beginning on page 123128 under the 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 28, 2022,2023, we will mail a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) to each of our stockholders of record and beneficial owners at the close of business on the record date. On the date of mailing of the
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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.
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Whether or not you expect to attend the Annual Meeting, the Company encourages you to promptly vote and submit your proxy (i) 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. You can revoke a proxy at any time before it is exercised by voting 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.
By Order of the Board of Directors
Ajay Ayyappan
SeniorExecutive Vice President, General Counsel and Corporate Secretary
New York, New York
April 28, 20222023
EXL 2023 Proxy Statement | / | 5 |
2022 Proxy Statement
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20222023 Proxy Statement summary
2023 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, 2022 (the “2022 Form 10-K”). We refer to the fiscal year ended December 31, 2022 as “fiscal year 2022,” “fiscal 2022,” and “2022.”
Meeting agenda, voting matters and recommendations*
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Voting proposal item |
| Board vote recommendation | ||
1. Election of directors | FORthe election of each nominee | |||
Required vote: Affirmative vote of a majority of votes cast
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2. | FOR(pg. | |||
Required vote: Affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote
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3. | FOR(pg. | |||
Required vote: Affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote | ||||
4. Advisory (non-binding)Say-on-Frequency vote on |
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Required vote: | ||||
5. Charter amendment to effect a 5-for-1 “forward” stock split with a corresponding increase in the authorized number of shares of our common stock | FOR(pg. 122) | |||
Required vote: Affirmative vote of a majority of the outstanding shares of our common stock entitled to vote | ||||
6. Charter amendment to allow removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of common stock | FOR(pg. 125) | |||
Required vote: Affirmative vote of at least 66 2/3% of the outstanding shares of our common stock entitled to vote | ||||
* Virtual attendance at our Annual Meeting will constitute presence in person for purposes of quorum and voting at the Annual Meeting. |
Annual meeting information | |||||
Time and date: | |||||
8:30 AM (Eastern Time) June | |||||
Record date: | |||||
April | |||||
Place: | |||||
Virtual format only via live audio webcast | |||||
Voting: | |||||
Stockholders as of the |
Voting methods
Voting methods | |||||
Internet (pre-meeting): | |||||
www.proxyvote.com | |||||
Mail: | |||||
Follow instructions on the Internet notice | |||||
Phone: | |||||
Call the number listed on the Internet notice | |||||
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
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 129 for additional details.
EXL | / | 7 |
20222023 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. BringingBy 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-makingdecision 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 39,00045,400 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 $37 million.
We added approximately 5,000 employees to our global work force, mainly in our delivery centers.
Company 3 year performance | ||||||||||||||||||||||||
Revenue (Year-over-year growth %) | ||||||||||||||||||||||||
Revenue by segment information ($ in millions) | 2020 YOY% | 2021 YOY% | 2022 YOY% | |||||||||||||||||||||
Insurance | $341.8 | -1.3% | $382.0 | 11.8% | $448.7 | 17.5% | ||||||||||||||||||
Healthcare | 101.2 | 4.0% | 112.4 | 10.9% | 97.4 | -13.4% | ||||||||||||||||||
Emerging Business | 152.7 | -19.7% | 167.2 | 9.5% | 218.6 | 30.7% | ||||||||||||||||||
Analytics | 362.7 | 1.5% | 460.7 | 27.0% | 647.3 | 40.5% | ||||||||||||||||||
Consolidated | $958.4 | -3.3% | $1,112.3 | 17.1% | $1,412.0 | 25.8% |
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20222023 Proxy Statement summary
EXL 2023 Proxy Statement | / | 9 |
2023 Proxy Statement summary
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2023 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, 20212022 with the median TSR for companies comprising Nasdaq, S&P 600 and our peer group.
1-Year TSR
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| 5-Year TSR
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Our purpose and core values
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2022 Proxy Statement summary
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EXL 2023 Proxy Statement | / | 11 |
2023 Proxy Statement summary
Corporate governance highlights
The following information is based on our board profile immediately following our Annual Meeting (assuming the election of our seven director nominees), and reflects current board practices.
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20222023 Proxy Statement summary
EXL 2023 Proxy Statement |
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Board diversity matrix
Total number of directors: | 9 | |||||||||||||||||||
Female | Male | Non-binary | Did not disclose gender | |||||||||||||||||
Part I: Gender identity | ||||||||||||||||||||
Directors | 3 | 6 | — | — | ||||||||||||||||
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) | 3 | 2 | — | — | ||||||||||||||||
Middle Eastern | — | — | — | — | ||||||||||||||||
Two or more races or ethnicities | — | — | — | — | ||||||||||||||||
LGBTQ+ | — | — | — | — | ||||||||||||||||
Did not disclose demographic background | — | — | — | — |
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20222023 Proxy Statement summary
Skills matrix
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2022 Proxy Statement summary
Nominees for election as directors
Name | Director since | Business Experience* | Committee membership | |||
Vikram Pandit Chairman | October 2018 | Chairman and Chief Executive Officer of Orogen Group; former Chairman of TGG Group and former Chief Executive Officer of Citigroup Inc. |
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Rohit Kapoor Vice Chairman | November 2002 | Co-founded the Company in 1999; Vice Chairman and CEO of the Company since 2012
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Andreas Fibig | Former |
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Som Mittal | December 2013 | Former Chairman and President of NASSCOM; various corporate leadership roles in the IT industry including at Wipro, Compaq, | Compensation and Talent Management Committee; Nominating and Governance Committee
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Kristy Pipes | 2021 |
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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 and Talent Management Committee
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Nitin Sahney | January 2016 | Founder and Chief Executive Officer of Pharmacord, LLC; former President and CEO of Omnicare Inc. | Nominating and Governance Committee (Chair); Audit Committee
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Jaynie Studenmund | September 2018 | Former Chief Operating Officer of Overture Services, Inc.; former President & Chief Operating Officer, PayMyBills; former Executive
| Compensation and Talent Management Committee (Chair); Audit Committee | |||
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2023 Proxy Statement summary
Director nominees - skills matrix
Finance and accounting | Executive leadership | Public company governance | Analytics | Human capital management | Digital operations and solutions | Marketing | Global experience | Risk oversight and management | Information and cyber security | ESG | Mergers acquisitions | |||||||||||||
Vikram Pandit | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||
Rohit Kapoor | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||
Andreas Fibig | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||
Som Mittal | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||
Kristy Pipes | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||
Nitin Sahney | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||
Jaynie Studenmund | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Board statistics*
Board tenure | Gender diversity | Age distribution |
Board independence | Racial and ethnic diversity |
* Following our Annual Meeting, assuming election of all nominees
EXL 2023 Proxy Statement | / | 15 |
2022
2023 Proxy Statement summary
Our purpose and core values
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 4548 below for more details on our recent accomplishments in sustainability.
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20222023 Proxy Statement summary
20212022 Compensation highlights
Named Executive Officers
Name | Title | |
Rohit Kapoor | Vice Chairman and CEO | |
Maurizio Nicolelli | Executive Vice President and CFO | |
Vikas Bhalla | Executive Vice President and Business Head, Insurance | |
Vivek Jetley | Executive Vice President and Business Head, Analytics | |
| Executive Vice President and |
20212022 Standard annual compensation
Compensation component | Rohit Kapoor | Maurizio Nicolelli | Vikas Bhalla(3) | Vivek Jetley | Samuel Meckey | Rohit Kapoor | Maurizio Nicolelli | Vikas Bhalla(3) | Vivek Jetley | Ankor Rai | ||||||||||||||||||||||||||||||
Salary | $742,603 | $475,000 | $276,716 | $415,068 | $437,808 | |||||||||||||||||||||||||||||||||||
Salary | ||||||||||||||||||||||||||||||||||||||||
Salary | ||||||||||||||||||||||||||||||||||||||||
Salary | $766,384 | $483,822 | $265,432 | $440,164 | $420,082 | |||||||||||||||||||||||||||||||||||
Non-equity incentive plan compensation | ||||||||||||||||||||||||||||||||||||||||
Non-equity incentive plan compensation | ||||||||||||||||||||||||||||||||||||||||
Non-equity incentive plan compensation | ||||||||||||||||||||||||||||||||||||||||
Non-equity incentive plan compensation | 2,050,000 | 640,498 | 444,718 | 586,146 | 577,214 | 1,829,887 | 554,929 | 357,340 | 525,488 | 481,822 | ||||||||||||||||||||||||||||||
Equity awards (1) | 7,209,918 | 2,220,441 | 2,711,454 | 2,429,371 | 2,321,257 | |||||||||||||||||||||||||||||||||||
Equity awards (1) | ||||||||||||||||||||||||||||||||||||||||
Equity awards (1) | ||||||||||||||||||||||||||||||||||||||||
Equity awards (1) | 8,356,213 | 1,810,865 | 1,964,960 | 1,862,689 | 1,553,192 | |||||||||||||||||||||||||||||||||||
Other compensation (2) | ||||||||||||||||||||||||||||||||||||||||
Other compensation (2) | ||||||||||||||||||||||||||||||||||||||||
Other compensation (2) | ||||||||||||||||||||||||||||||||||||||||
Other compensation (2) | 31,068 | 109,204 | 35,899 | 9,204 | 9,204 | 58,423 | 9,654 | 38,432 | 9,654 | 9,654 | ||||||||||||||||||||||||||||||
Total | $10,033,589 | $3,445,143 | $3,468,787 | $3,439,789 | $3,345,483 | |||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||
Total | $11,010,906 | $2,859,270 | $2,626,165 | $2,837,996 | $2,464,750 |
(1) Equity award values reflect equity grants in 2021 with time-based restricted stock units valued2022 based on the grant date fair market value and TSR linked performance-based restricted stock units valued using Monte Carlo fair market valuation.of awards in accordance with FASB ASC Topic 718.
(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 20212022 is provided in the “Summary compensation table for fiscal year 2021”2022” beginning on page 83.87.
(3) Mr. Bhalla is based in Delhi, India. Certain of his compensation components, as described herein, are paid in Indian rupees (INR), and are converted for comparison purposes at 74.3382.72 INR to 1 USD,U.S. Dollar (USD), which was the exchange rate on December 31, 2021.30, 2022.
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. We refer to this vote as “say-on-pay”. Please refer to our Compensation Discussion and Analysis, beginning on page 6063 for a complete description of our 20212022 compensation program.
Below are a few highlights of our executive compensation:
• | Compensation philosophy: Our executive compensation philosophy is focused on pay-for-performance and is designed to reflect appropriate governance practices aligned with the needs of our business, and includes, among others, the following features: clawback policy; robust stock ownership guidelines for executives (and non-employee directors); limited perquisites; no tax gross-ups; and an anti-hedging and anti-pledging policy. See “Executive compensation program, practices and policies” beginning on page 69 below. |
EXL 2023 Proxy Statement | / | 17 |
Compensation philosophy: Our executive compensation philosophy is focused on pay-for-performance and is designed to reflect appropriate governance practices aligned with the needs of our business, and includes, among others, the following features: clawback policy; robust stock ownership guidelines for executives (and non-employee directors); limited perquisites; no tax gross-ups; and an anti-hedging and anti-pledging policy. See “Executive compensation program, practices and policies” beginning on page 66 below.
2023 Proxy Statement summary
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• | Annual incentive program based upon financial performance criteria: Our Compensation and Talent Management Committee approved the continued use of our annual incentive program, which was based upon the following performance criteria for 2022: |
2022 Proxy Statement summary
99% Say-on-Pay approval of 2020 compensation: At our 2021 Annual Meeting of Stockholders, our stockholders approved, on a non-binding advisory basis, the compensation paid to our named executive officers for fiscal year 2020. Over 99% of the votes present in person or by proxy (excluding broker non-votes) voted in favor of fiscal year 2020 compensation.
Annual bonus 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 for 2021:
– |
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– | 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 relative total stockholder return-linked restricted stock units. In addition, in September 2021, we made additional equity grants to certain executive officers (other than our CEO) of restricted stock 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.
• | 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 relative total stockholder return-linked restricted stock units and revenue-linked restricted stock units. See “Long-term equity incentives” beginning on page 80 below for more details. |
2021 performance: We delivered the following revenue, Adjusted EPS, and AOPM (as described below) performance:
• | 2022 performance: We delivered the following revenue and AOPM (as described below) performance: |
– | Annual incentive program: As measured under our annual incentive plan, we delivered |
– | Equity incentive program: This was the third and final performance year for the |
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20222023 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 | / |
Our board of directors
Our board of directors currently consists of nine directors (including our eightseven director nominees, and onetwo of our directors who currently servesserve 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
From left: Clyde Ostler* (Independent Director), Nitin Sahney (Independent Director and independence.Nominating and Governance Committee Chair), Kristy Pipes (Independent Director and Audit Committee Chair), Rohit Kapoor (Vice Chairman and CEO), Jaynie Studenmund (Independent Director and Compensation and Talent Management Committee Chair), Andreas Fibig (Independent Director), Vikram Pandit (Independent Chairman), Som Mittal (Independent Director), Anne Minto* (Independent Director)
* Not standing for reelection
/ | EXL |
Our board of directors
Board diversity matrix
2023 Board diversity matrix (as of April 28, 2023)*
Total number of directors: | 9 | |||
Female | Male | |||
Part I: Gender identity | ||||
Directors | 3 | 6 | ||
Part II: Demographic background | ||||
Asian | — | 4 | ||
White (other than Middle Eastern) | 3 | 2 |
* Includes our nine current directors, including our seven nominees for election at the Annual Meeting.
2022 Board diversity matrix (as of April 28, 2022)
Total number of directors: | 9 | |||
Female | Male | |||
Part I: Gender identity | ||||
Directors | 3 | 6 | ||
Part II: Demographic background | ||||
Asian | — | 4 | ||
White (other than Middle Eastern) | 3 | 2 |
EXL 2023 Proxy Statement | / | 21 |
Our board of directors
Director nominees for election at the Annual Meeting
Upon the recommendation of our Nominating and Governance Committee, we are pleased to propose eightseven of our existing directors as nominees for election as directors at the Annual Meeting. As previously disclosed, onetwo of our current directors, Ms. Minto and Mr. Staglin,Ostler, will not be standing for re-election at the Annual Meeting; the remaining eightseven directors are our director nominees at the Annual Meeting.
The following tables provide a summary of our board composition by age, gender, tenure and independence immediately after our Annual Meeting (assuming the election of all nominees).
Age distribution | Gender diversity | Board tenure | Board independence | |||
Our nominees for re-election as directors at the Annual Meeting are as follows:
Director nominees
| Vikram Pandit Chairman and Independent Director |
| Rohit Kapoor | |||||
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Independent Director |
| Som Mittal Independent Director | |||||
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Independent Director |
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Nitin Sahney Independent Director and Chair of the Nominating and Governance Committee | ||||||||
Jaynie Studenmund Independent Director and Chair of the Compensation and Talent Management 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 described below under “Director qualifications” (see pages 32-33)34-35).
In 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 director pursuant to the terms of an Investment Agreement, dated as of October 1, 2018 (the “Investment Agreement”), between the Company and Orogen Echo LLC (the “Purchaser”), an affiliate of The Orogen Group LLC (“The Orogen Group”). On August 27, 2021, we entered into a Payoff and Termination Agreement with the Purchaser, pursuant to which the Investment Agreement, including the Purchaser’s board appointment right, was terminated.
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Our board of directors
BoardThe name, age (as of directors
The names, ages andthe date of this Proxy Statement), principal occupations (which have continued for at least the past five years unless otherwise indicated)occupation 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 are set forth below. There are no family relationships among any of our directors or executive officers.
Nominees for election at the Annual Meeting - Biographical information
Vikram S. Pandit Director since October 2018 | Chairman of the Board since 2022
| Independent
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Age:
Committees:
• • Audit* (through February 2023)
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 | ||||||
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Finance and accounting
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| Executive leadership (within the last 5 years)
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| Public company governance | |||||
| Analytics
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| Human capital management | |||||
| Digital operations and solutions | |||||
| Global experience | |||||
| Mergers and acquisitions | |||||
* Audit committee financial expert under applicable SEC rules and regulations
EXL 2023 Proxy Statement | / |
Our board of directors
Rohit Kapoor Director since November 2002 | Vice Chairman and CEO since April 2012
| Non-independent
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Age:
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
Other relevant experience
• Member, Board of Directors, American India Foundation (AIF)
• Member, Board of Directors, Pratham (Tristate Chapter) | |||||||
SKILLS
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| Executive leadership (within the last 5 years) | ||||||
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Public company governance | ||||||
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| Digital operations and solutions | ||||||
| Marketing | ||||||
| Global experience | ||||||
| Risk oversight and management | ||||||
| Mergers and acquisitions | ||||||
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Our board of directors
Director since
| Independent
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Age:
Committees: •
Business experience •
•
•
Public directorships during past five years •
• • Independent director and member of the audit committee and finance and risk policy committee, Bunge Limited (NYSE: BG), a global agribusiness and food company (2016 - 2018)
Other relevant experience •
•
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| ESG | |||||
| Mergers and acquisitions | |||||
EXL 2023 Proxy Statement | / |
Our board of directors
Som Mittal Director since December 2013
| Independent
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Age:
Committees: • Compensation and Talent Management, 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, Sasken Technologies Limited (NSE: SASKEN), a telecommunications company (2022 - present) • 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
• 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 | ||||||
| Finance and accounting |
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| Executive leadership | |||||
| Public company governance | |||||
| Human capital management | |||||
| Digital operations and solutions | |||||
| Global experience | |||||
| Risk oversight and management | |||||
| Information and cybersecurity | |||||
| ESG | |||||
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Our board of directors
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* Audit committee financial expert under applicable SEC rules and regulations.
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Our board of directors
Kristy Pipes Director since January 2021
| Independent
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Age:
Committees:
• Audit (Chair)*; Compensation and Talent Management
Business experience
• Chief Financial Officer, member of the Management Committee and various leadership positions, Deloitte Consulting LLP, a management consulting firm (1999 - 2019)
• Vice President and Manager, Finance Division, Transamerica Life Companies (1997 - 1999)
• Senior Vice President and Chief of Staff for the President and CEO, among other senior management positions, First Interstate Bank of California (1985 - 1996)
Public directorships during past five years
• Director and chair of the audit committee, and member of the nominating, governance and sustainability committee, Public Storage (NYSE: PSA), an international self storage company (2020 - present) • Director and chair of the audit committee, AECOM (NYSE: ACM), an international infrastructure consulting firm (2022 - present) • Director and 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 -
Other relevant experience • Director and chair of the audit committee, and member of the
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SKILLS | ||||||
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Finance and accounting |
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Executive leadership (within the last 5 years) | |||||
| Public company governance | |||||
| Analytics | |||||
| Human capital management | |||||
| Global experience | |||||
| Risk oversight and management | |||||
| Information and cybersecurity | |||||
* Audit committee financial expert under applicable SEC rules and regulations.
EXL | / |
Our board of directors
Nitin Sahney Director since January 2016
| Independent
| |||
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Age:
Committees:
• Nominating and Governance (Chair);
Business experience
• Founder, Member-Manager and Chief Executive Officer, PharmaCord, LLC, a company that helps biopharma manufacturers address product access hurdles (2016 - present)
• Operating Advisor, Clayton Dubilier & Rice Funds, a private equity firm (2016 - 2017)
• President and CEO (2014 - 2015) and President and COO (2012 - 2014) of Omnicare Inc., a former New York Stock Exchange-listed Fortune 500 company in the long-term care and specialty care industries
• Manager of a healthcare investment fund (2008 - 2010)
• Founder and CEO of RxCrossroads, a specialty pharmaceutical company (2001 - 2007)
• Prior leadership positions with Cardinal Healthcare, a global healthcare services and products company
Public directorships during past five years
• Director and member of the audit committee and the nominating and governance committee, Option Care
Other relevant experience
• Member of the Board of Trustees, University of Louisville | |||
| SKILLS
Finance and accounting
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| Executive leadership (within the last 5 years)
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| Public company governance | |||
| Mergers and acquisitions | |||
* Audit committee financial expert under the applicable SEC rules and regulations
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Our board of directors
Jaynie M. Studenmund Director since September 2018
| Independent
| |||
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Age:
Committees:
• Compensation and Talent Management (Chair), Audit*
Business experience
• Chief Operating Officer, Overture Services, a pioneer in paid search and search engine marketing (2001 - 2004)
• President & Chief Operating Officer, PayMyBills, the leading consumer bill payment and presentment company (1999 - 2001)
• Previously for over two decades served as Executive Vice President and Head of Consumer and Business Banking for three of the nation’s largest banks at the time and primarily for First Interstate of California. Today, these three banks form the backbone of Chase’s and Wells Fargo’s consumer business in California following the era of bank consolidation.
• Management Consultant, Booz, Allen & Hamilton
Public directorships during past five years
• Director and chair of the compensation
• 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
• Director, compensation committee chair and member of the compliance committee, Pinnacle Entertainment (Nasdaq: PNK) until its acquisition in 2018 (2012 - 2018)
Other relevant experience
• Member of the National Association of Corporate Directors (“NACD”) Directorship 100, 2021, as one of the top public company directors in the U.S.; Named to Women Inc.’s 2019 Most Influential Corporate Directors listing • Board • Trustee and board member, and member of the
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SKILLS
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| Finance and accounting | |||
| Executive leadership | |||
| Public company governance | |||
| Analytics | |||
| Human capital management | |||
| Digital operations and solutions | |||
| Marketing | |||
| Global experience | |||
| Risk oversight and management | |||
| ESG | |||
| Mergers and acquisitions | |||
* Audit committee financial expert under applicable SEC rules and regulations. |
EXL | / |
Corporate governance
Director independence
In determining director independence, the board of directors considered the transactions and relationships set forth below under “Certain Relationships and Related Person Transactions—Related Party Transactions” and routine service arrangements between the Company and each of Fair Square Financial (“FSF”), Virtusa Corporation (“Virtusa”) and Westcor Land Title Insurance Company (“Westcor”). During 2021,2022, 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;Westcor. Mr. Pandit is not, and was not during 2021,2022, 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
We expect our directors to attend all board of directors meetings and meetings of committees on which they serve. We also expect our directors to spend sufficient time and meet as frequently as necessary to discharge their responsibilities properly. Each director attended at least 90% of the aggregate meetings of our board of directors and the committees on which they served during 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, and all of our then-incumbent directors attended the 2021 Annual Meeting of Stockholders.cause.
Incumbent director meeting attendance
Board and committee meetings in 20212022
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Board meetings | Audit Committee meetings | Nominating and Governance Committee meetings | Compensation Committee meetings | Audit Committee meetings | Compensation and Talent Management Committee meetings | Nominating and Governance Committee meetings | ||||||||||||||||||||||||||||||
7 | 6 | 5 | 7 | |||||||||||||||||||||||||||||||||
5 | ||||||||||||||||||||||||||||||||||||
5 | 7 | 5 | 5 |
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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.
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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.
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Our committee charters specifically set out the authority and responsibilities of the Committees of the board.
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EXL | / |
Corporate governance
Beyond the board room
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Director onboarding
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| All new directors participate in an orientation program shortly after their election or appointment, which is overseen by the Nominating and Governance | |||||||||||||
| participate in site visits and | |||||||||||||||
presentations by senior management. By the end of orientation, our new directors are familiar with our:
| • strategic and business plans • significant •compliance programs, • corporate governance
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Employee and stockholder engagement
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| They also take part in EXL company initiatives in which they can engage with our members directly. • In March 2023, together with our employee volunteers
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Director continuing education
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| We • We provide reimbursements for participation in DCE courses | ||||||||
• We maintain a subscription for our directors with | |||||||||
• attended the • participated in over 50 hours of • received an
Certain of our directors are also involved in industry-level governance matters. For • 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,
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Anne Minto Independent director | ||||||||||||||
Independent director |
and CEO |
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Independent director |
Independent director |
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EXL 2023 Proxy Statement |
Corporate governance
Board leadership structure
Vikram Pandit Independent Chairman
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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 | ||
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 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 | / |
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 |
Key skills and attributes we look for in board nominees
Strategic insight and broad business perspective
Critical and innovative thinking
High ethical standards and integrity
Mutual respect for other board members
Ability to debate constructively
Candid, assertive, open minded
Availability and commitment to serve
Commitment to accountability, excellence and continuous improvement
Commitment to driving our growth and success
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Proven leadership skills |
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.
In light of our business, the primary areas of experience, qualifications and attributes typically sought and put forward by the Nominating and Governance Committee in director candidates include, but are not limited to, the following:
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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.
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Finance and accounting Experience with finance, accounting or financial reporting processes, to help drive financial performance.
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Global companies Experience working outside of the United States or with multinational companies, to help facilitate our global expansion.
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/ | EXL |
Corporate governance
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Board experience Understanding of public company board of director and fiduciary duties, to help provide perspective on corporate governance best practices and related matters.
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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.
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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.
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Risk oversight/management Experience assessing and overseeing the overall risk profile of multinational public companies.
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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.
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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.
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Experience in ESG matters Experience in managing ESG matters, incorporating them into business and strategy and associated risks.
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Information and cybersecurity Experience in information and cybersecurity matters, best practices and associated risks.
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Mergers and acquisitions Experience in mergers and acquisitions as a component of business development and strategy.
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Marketing Experience in marketing and branding of multinational companies.
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EXL | / |
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,
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 (assuming the election of all nominees), we will have the following balance of tenures: |
Board refreshment
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ADDITIONS
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EXITS
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2022
Garen Staglin
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2023 Anne Minto Clyde Ostler | |||||||
While the Company does not maintain term limits, our Corporate Governance Guidelines provide that the expectations for new directors is a maximum term of ten years. Each of our director nominees, other than our Vice Chairman and CEO, has served on the board for less than ten years as of the date of this Proxy Statement. The board actively manages board refreshment and succession planning at the board and committee level. For example, the board generally expects that each member serve on two committees, and that each committee chair serve for a maximum of five years. The board expects that over 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 on an annual basis.
/ | EXL |
Corporate governance
Board refreshment process
EXL | / |
Corporate governance
Committee rotation
We rotate committee and committee chair assignments based on the current composition of the board. Recent rotations include the following:
* Former director
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:
38 | / | EXL 2023 Proxy Statement |
Corporate governance
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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Corporate governance
We actively plan for the succession of our executive officers (including those who are retiring or departing from the Company), and regularly consider our strong pipeline of internal and external candidates.
Committees
Our board of directors currently has three standing committees: the Audit Committee, the NominatingCompensation and GovernanceTalent Management Committee and the CompensationNominating and Governance Committee. As discussed above, our board of directors has determined that each member of the Audit, Compensation and Talent Management and 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.
The 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.
| Compensation and | Nominating and | ||||||
Kristy Pipes*
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Andreas Fibig
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Clyde Ostler**
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Nitin Sahney* | ||||||||
Jaynie Studenmund* | ||||||||
Vikram Pandit (Chairman)
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Anne Minto*
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Som Mittal
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Chair
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Member
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*Not standing for re-election
*Audit Committee Financial Expert
EXL 2023 Proxy Statement | ||||||||
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* Not standing for reelection.
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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 securitycybersecurity 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 41.43. 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’s cyber securitycybersecurity program and cyber strategy-related risks. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Audit Committee annually reviews and assesses the adequacy of the Audit Committee charter and its own performance.
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.
Audit Committee profile
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Kristy Pipes, Chair*
Andreas Fibig Clyde Ostler* Nitin Jaynie Studenmund*
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• Accounting and financial reporting processes
• Our independent registered public accounting firm’s appointment and independence
• The audit of our financial statements and internal audit function
• Other key areas including cybersecurity, ESG disclosures, processes and controls, litigation, business continuity and disaster recovery, compliance and regulatory enforcement matters
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*Audit committee financial expert under applicable SEC rules and regulations
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Corporate governance
Compensation and Talent Management Committee
Our Compensation and Talent Management Committee reviews and recommends policies relating to compensation and benefits of our directors, officers and employees and is responsible for approving the compensation of our Vice Chairman and CEO and other executive officers, as well as our employee benefit policies, programs and administration. Our Compensation and Talent Management 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 and Talent Management Committee also provides oversight with respect to human capital management matters, including diversity, equity and inclusion, and talent and leadership engagement, development, and training and, in 2022, changed its name from Compensation Committee to Compensation and Talent Management Committee to reflect these responsibilities. Our Compensation and Talent Management 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.
Our Compensation and Talent Management Committee charter also permits the committee to retain advisors, consultants or other professionals to assist the Compensation and Talent Management Committee to evaluate director, Vice Chairman and CEO or other senior executive compensation and to carry out its duties. For 2022, our Compensation and Talent Management Committee retained the services of Farient Advisors LLC (“Farient”), a qualified and independent compensation consultant, to aid the Compensation and Talent Management Committee in performing its review of executive compensation including executive compensation benchmarking and peer group analysis. Our Compensation and Talent Management Committee annually reviews and assesses the adequacy of the Compensation and Talent Management Committee charter and its own performance. Additional information regarding our Compensation and Talent Management Committee’s processes and procedures for considering executive compensation are addressed in the Compensation Discussion and Analysis below.
Compensation and Talent Management Committee profile | ||
Jaynie Studenmund, Chair Anne Minto Som Mittal Clyde Ostler Vikram Pandit Kristy Pipes |
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• 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 | ||
5 committee meetings in 2022 |
The members of our Compensation and Talent Management Committee are appointed by our board of directors. All new members of our Compensation and Talent Management Committee must be recommended by our Nominating and Governance Committee.
During 2022, none of our executive officers served as a member of the board of directors or Compensation and Talent Management Committee of (or similar) any entity that has one or more executive officers who serve on our board of directors or Compensation and Talent Management Committee.
EXL 2023 Proxy Statement | / | 41 |
Corporate governance
Nominating and Governance Committee
Our Nominating 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, reviewing composition of the board and committee membership and overseeing board refreshment and director compensation and benefits matters, (ii) developing and recommending to our board of directors Corporate Governance Guidelines, including independence standards, and 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 Chartercharter 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.
Nominating and Governance Committee profile | ||
Nitin Sahney, Chair Andreas Fibig Anne Minto Som Mittal Vikram Pandit |
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• 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 2022 |
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.
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Aside from its role in assessing the board, its committees and individual director effectiveness described above, our Nominating and Governance Committee, together with the Compensation Committee, provides annual reports on our CEO’s performance in respect of certain goals and objectives set by the Nominating and Governance Committee and the board.
The Nominating and Governance Committee also oversees our director onboarding and training program, which provides new directors with training regarding the Company’s policies and procedures and specific requirements that may be needed based on the director’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 reviewing and assessing 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.
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Corporate 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 also 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.
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 2021, our Compensation Committee retained the services of 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 Charter and its own performance. Additional information regarding our Compensation Committee’s processes and procedures for considering executive compensation are addressed in the Compensation Discussion and Analysis below.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.During 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.
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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. |
Audit Committee Responsible for primary oversight of our risk management, financial and | Nominating and Governance 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 and Talent Responsible for executive and employee compensation and retention-related risk, as well as other human capital management-related risk. | ||||||||||||
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 | / |
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 and data privacy, referred to collectively herein as “cybersecurity,” risks on behalf of our clients and their customers, as well as our employees, contractors and any relevant third parties. Cybersecurity is managed by our cross-functional cybersecurity apex body, the Management Security, Continuity and Privacy Forum, which is comprised of representatives from our management, business unit heads, and our technology and information security leadership teams. 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 partythird-party experts to review and assess our cybersecurity governance and management.
We have invested in In 2022, 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 mitigationBoard and management and controls and procedures relatingcompleted cybersecurity tabletop exercises 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 enablefurther 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 authoritiespreparedness in the US, UK and Europe. We are also focusing on recent and proposed regulations in India and recent regulations in South Africa. event of a need to address a variety of cybersecurity threat scenarios.
For more details on our cybersecurity program, see “Sustainability – Cybersecurity at EXL” on page 54.
44 | / | EXL 2023 Proxy Statement |
Corporate governance
Environmental, social and governance (“ESG”) risk management
Our board reviews and receives regular reports on ESG and sustainability risks, including those relating to ESG disclosures, employee safety, environmental-related efforts, human capital management matters, and corporate governance trends and best practices. In 2022, we continued to implement further controls, processes and frameworks for the collection and disclosure of ESG-related data. We also receive third-party limited assurance of certain indicators contained within our Sustainability Report from a Big 4 accounting firm affiliate.
Each of our board Committees is involved in oversight over ESG-related risks as relate to matters within their purview. The Nominating and Governance Committee is responsible for overseeing ESG matters generally, includingpurview as relates to polices and goals and targets and metrics. The Compensation Committee deals with human capital management matters relating to talent and leadership engagement, development and training, employee compensation and benefits, and diversity, equity and inclusion, among others, and the Audit Committee oversees risks relating to ESG-related disclosure, processes and controls. follows:
The full board is regularly briefed on the matters overseen by each Committee.
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Corporate governance
In 2021, we establishedWe maintain 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 ESG risks and other matters. For more details on our ESG and sustainability-related efforts, see “Sustainability” on page 45.48.
EXL 2023 Proxy Statement | / | 45 |
Corporate governance
Stockholder engagement
EXL also regularly interacts and shares information with our stockholders through our quarterly earnings calls, investor meetings, SEC filings and publications on our website, among others. The feedback received from our stockholders is shared with and reviewed by our board, which is used to inform and focus our decisions relating to our governance and sustainability practices and to improve our disclosure.
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.
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 Recent activities In
Sustainability
Community Engagement
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
Sustainability
a more sustainable and responsible world through addressing human rights, labor rights and environmental issues, and ask suppliers to attest to their compliance. We generally maintain the right to review our suppliers’ practices at onboarding and in the future. We seek to procure our materials from local suppliers, to the extent feasible. Our supplier diversity programs encourage the engagement of 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 Headquartered in New York, EXL locations
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
* Our DEI program is designed around three pillars: capability development, communication and recruitment. Key features of our DEI program are as follows:
Sustainability
Talent recruitment, development and retention
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:
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 and into 2022, we
Sustainability Academies
Sustainability
Employee engagement and communication We consider communication and engagement with our more than Benefits
Our employees also participate in our success:
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
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
Sustainability 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 We comply with and/or are certified in the following standards:
For more information on our cybersecurity risk management, please see “Cybersecurity risk management” on page Responsible artificial intelligence We seek to
Sustainability
Achievements, certifications and awards
Sustainability 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 –
79. 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 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.
Our executive officers
Our executive officers
Executive compensation Compensation Discussion and Analysis
Executive compensation
Named Executive Officers As determined in accordance with SEC rules, our named executive officers (“NEOs”) for
Select
Our annual revenues increased
We improved our net income attributable to stockholders by
In
The following graphs compare our 1-year, 3-year and 5-year cumulative total stockholder return (“TSR”) as of December 31,
Awards and industry 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:
Clients and operations
In
In the past year, revenue from our top 20 clients grew by
Summary of key compensation considerations & decisions in The following highlights the Compensation and Talent Management Committee’s key considerations and compensation decisions in
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
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
*Base salary also includes other compensation
Executive compensation program, practices and policies Our compensation programs, practices and policies are reviewed and re-evaluated regularly and are subject to change from time to 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-performance and designed to reflect appropriate governance practices aligned with the needs of our business. Listed below are some of the Company’s more significant practices and policies that were in effect during fiscal year
Executive compensation
Overview of compensation policies and philosophies We believe that our long-term success is linked to our 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 and Talent Management Committee bases its executive compensation programs on the following objectives, which guide us in establishing all of our compensation programs:
Compensation process: roles and responsibilities Our Compensation and Talent Management Committee has established a number of processes to assist it in ensuring that our executive compensation programs are achieving their objectives. Our Compensation and Talent Management Committee, our management and our independent compensation consultant are each engaged in these processes, as described in greater detail below.
Executive compensation
Executive compensation
Components of executive compensation for For
Executive compensation
Detailed review of compensation components 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
Executive compensation Upon completing its review, the Compensation and Talent Management Committee determined it was appropriate to
(1) Equivalent to $329,611, converted at 74.33 INR to 1 USD, which was the exchange rate on December 31, 2021.
Annual incentives We have established an annual incentive
Executive compensation
Our Compensation and Talent Management Committee considered the following when establishing the awards for
Performance measures Our executives were eligible to earn annual In
Executive compensation
Determination of financial performance achievement For
Linear interpolation for performance between discrete points Based on our performance during the
Executive compensation
Determination of individual performance measure achievement Our named executive officers earn a portion of their
Executive compensation
The table below sets out the
The Compensation and Talent Management Committee Moreover, the Compensation and Talent Management Committee favors restricted stock unit awards The Compensation and Talent Management Committee also believes that the mix between Time-Vested RSUs and Performance-Vested RSUs provides an appropriate balance between incentivizing our executives to continue their employment with the Company and
Executive compensation
Compensation Under our equity compensation program, our executive officers received restricted stock units under the 2018 Omnibus Incentive Plan approved by the Company’s stockholders at the annual meeting of stockholders held in June 2018 (the “2018 Plan”). We awarded restricted stock units to nearly all of our named executive officers in the proportions shown below. In 2021, in response to the
Our Compensation and Talent Management Committee selected revenue as one performance measure because it is a key driver of stockholder value, thus aligning stockholder and executive interests. Our Compensation and Talent Management Committee selected relative TSR because it incorporates a comparative component that requires our stock to outperform our industry classification peers for awards to vest. In addition, both the
The table below shows the amount of Time-Vested and Performance-Vested RSUs our Compensation and Talent Management Committee awarded our named executive officers in
Executive compensation
The “Time-Vested RSUs” will vest in increments of 25% on each of the first four anniversaries of the grant date, subject to continuous service with the Company through the applicable vesting date.
The “Performance-Vested” portion of the
Executive compensation
In
Finally, our modified executive stock ownership policy, which went into effect in 2022, doubles the amount of Company equity
Executive compensation
Payout of awards granted in prior fiscal years This was the third and final performance year for the 2020 performance-based restricted stock units. We achieved 101.6% of the revenue target for the revenue-linked restricted stock units resulting in 100% of target funding of those grants. The Company’s TSR performance was at the 97.6 percentile among its peer group, resulting in the executives earning 200% of the 2020 relative TSR-linked restricted stock units pursuant to the terms of the original grant. No adjustments were made to the 2020 performance-based restricted stock units or the associated performance targets to account for the impact of the COVID-19 pandemic in the 2020, 2021 and 2022 fiscal years. Benefits and perquisites We offer employee benefits coverage in order to:
provide our global workforce with a reasonable level of financial support in the event of illness or injury; and
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’ 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 officers in India, Mr. Bhalla, is eligible to participate in the 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” beginning on page Risk and compensation policies Our Compensation and Talent Management Committee has taken into account its discussions with management and Farient 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 “Executive compensation program, practices and policies” on page Severance and change-in-control benefits Each named executive officer, including Mr. Bhalla and Mr. Jetley as of April 2022, is party to an employment agreement
Executive compensation termination of their employment. A discussion of the severance and other enhanced benefits provided to our named executive officers is provided under “Potential payments upon termination or change in control at fiscal We have provided change-in-control severance protection for some of our executive officers, including our named executive officers. Our Compensation and Talent Management Committee believes that such protection is intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control. In addition, for executive officers, the program is intended to align executive officers’ and stockholders’ interests by enabling executive officers to consider corporate transactions that are in the best interests of our stockholders and other constituents without undue concern over whether the transactions may jeopardize the executive officers’ own employment.
Senior executive officers, including our named executive officers, have enhanced levels of benefits based on their job level, seniority and probable loss of employment after a change in control. We also consider it likely that it will take more time for senior executive officers to find new employment. Deductibility cap on executive compensation As in the past, our Compensation and Talent Management 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 limited availability of Code Section 162(m) performance-based compensation exceptions following the Tax Cuts and Jobs Act of 2017, our Compensation and Talent Management 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.
Executive compensation
Compensation and Talent Management Committee Report The Compensation and Talent Management Committee of the board of directors of ExlService Holdings, Inc. has reviewed and discussed the Compensation Discussion and Analysis with our management and, based on such review and discussion, has recommended to the board of directors of ExlService Holdings, Inc. that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended December 31, Compensation and Talent Management Committee Ms. Jaynie M. Studenmund (Chair) Ms. Anne Minto Mr. Som Mittal Mr. Clyde W. Ostler Mr. Vikram Pandit Ms. Kristy Pipes
Executive compensation
Summary compensation table for fiscal year The following table sets forth information for compensation earned in fiscal years
(1) The amount set forth in the “Salary” column for Mr. Bhalla includes (2) Amounts reflect the
Executive compensation
(3) Reflects the (4) Reflects the present value of accruals under the Gratuity Plan for Indian employees. Information regarding our Gratuity Plan (including the assumptions used to calculate these amounts) may be found under “Pension benefits for fiscal year (5) Amount for Mr. Kapoor includes the travel allowance ($ (6) Amount for Mr. Nicolelli includes contribution to our 401(k) plan ($ (7) Amount for Mr. Bhalla includes contributions to the Employees’ Provident Fund Scheme (a statutorily required defined contribution program for Indian employees) ($ (8) Amount for Mr. Jetley includes contributions to 401(k) plan ($ (9) Amount for Mr.
Unless otherwise specified, U.S. dollar figures in this Proxy Statement have been converted from Indian rupees at a rate of
Executive compensation
Grants of plan-based awards table for fiscal year 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
(1) These amounts reflect the target and maximum (2) Represents annual awards of (3) Represents annual awards of (4) Represents (5) Represents the share matching awards granted under the 2018 Plan pursuant to the SMP and subject to the vesting set forth in footnote 7. (6) The grant date fair value reflects
Executive compensation (7) The vesting schedules of the stock grants mentioned in the table below are as follows for each named executive officer (subject to continued employment through each applicable vesting date)
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 provisions, which are described below under “Potential payments upon termination or change in control at fiscal Mr. Kapoor serves as our Vice Chairman and CEO, and is based Salary, bonus and equity
Personal 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 compensation executive and his family, up to
Mr. Kapoor’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 Mr. Nicolelli serves as our Executive Vice President and CFO and is based Salary, bonus and equity
Mr. Nicolelli’s Mr. Bhalla serves as our Executive Vice President and Business Head, Insurance, and is based in
Executive compensation Salary, bonus and equity
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 Mr. Salary, bonus and equity Mr. Jetley’s base salary was set at $420,000 and is subject to review on an annual basis. In addition, Mr. Jetley can earn an annual cash bonus, with a target of 75% of base salary, based upon attainment of performance criteria determined by our Mr. Jetley’s agreement also includes severance, termination and noncompetition provisions, which are described below under “Potential payments upon termination or change in Ankor Rai Mr. Rai served from October 2021 through April 2023 as our Executive Vice President and Chief Digital Officer and was based in the United States. We entered into an employment agreement with him, effective November
Salary, bonus and equity
Mr.
Executive compensation
Outstanding equity awards at fiscal
Executive compensation
(1) Unless otherwise noted, this column represents annual restricted stock unit awards that vest and convert to shares in accordance with the following schedule
(2) These restricted stock unit awards vest and convert to shares in accordance with the following schedule (3)
(a) 100% of the restricted stock units vest on December 31, (b) 100% of the restricted stock units vest on December 31, (c) 100% of the restricted stock units vest on December 31,
Option exercises and stock vested during fiscal year 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
Executive compensation Pension benefits for fiscal year The following table discloses the present value of accumulated pension benefits payable to each of the named executive
(1) Consists of the number of years of service credited as of December 31, (2) Liabilities with regard to the Gratuity Plan 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
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’s benefit under the Gratuity Plan is determined at any time as the executive’s annual base salary (determined based on the executive’s most recent monthly base salary) divided by 26, multiplied by 15, and the product multiplied by the executive’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. Bhalla’s accumulated benefits has been determined based on his monthly basic salary rate in effect on December 31, Potential payments upon termination or change in control at fiscal 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, Rohit Kapoor Cash severance If Mr. Kapoor’s employment were terminated by us without “cause” or by the executive for “good reason” or by “retirement” (in each case, as described below) on December 31,
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;
Change-in-control cash severance If Mr. Kapoor’s employment is terminated by us without “cause” or by the executive for “good reason” (in each case, as described above) within 12 months following a “change in 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.
Death or disability If Mr. Kapoor’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. Noncompetition and non-solicitation provisions Mr. Kapoor is subject to confidentiality and non-disparagement restrictions at all times, as well as noncompetition and non-solicitation restrictions during his employment and for one year thereafter. Annual equity awards If Mr. Kapoor’s employment is terminated by us without cause or by Mr. Kapoor for good reason, Mr. Kapoor will be treated as if he was still employed by the Company for a period of twenty-seven months following the termination date. On a “change in control” (as defined in the 2006 Plan, 2015 Plan, or 2018 Plan, as applicable), retirement (as defined below), or on death, Mr. Kapoor’s outstanding annual equity awards will vest as described below: Time-Vested RSUs If a change in control occurs prior to the end of the four-year vesting period, Mr. Kapoor’s Time-Vested RSUs will be advanced by one year. In addition, all of Mr. Kapoor’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’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 If a change in control occurs prior to the end of the performance period, 100% of target of Mr. Kapoor’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
Executive compensation schedule. In addition, all of Mr. Kapoor’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’s death divided by (y) 36 multiplied by (z) 100% of Mr. Kapoor’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.
Relative TSR-Linked PRSUs If a change in control occurs on or prior to the first anniversary of the grant date, 100% of target of Mr. Kapoor’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 and Talent Management Committee will 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’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’s death divided by (y) 36 multiplied by (z) 100% of Mr. Kapoor’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 Mr. Kapoor’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 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 Mr. Kapoor’s employment agreement also contains a “modified cut-back” provision such that any payments that constitute “excess parachute payments” under Section 280G of the Code will be reduced to an amount that does not trigger the applicable excise
Executive compensation 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.
Indicative payouts for Rohit Kapoor
(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’s actual performance following Mr. Kapoor’s termination. Maurizio Nicolelli Either Mr. Nicolelli or we may terminate Mr. Nicolelli’s employment at any time with 30 days’ notice (or 90 days’ notice if termination is by Mr. Nicolelli). If Mr. Nicolelli is terminated by us without “cause” (other than due to death or disability), or if Mr. Nicolelli resigns for “good reason”, Mr. Nicolelli will receive a cash severance payment equal to twelve months’ of his then-current base salary, with 25% payable on the first payroll date at least 10 days following termination and the remainder payable in nine equal monthly installments. On a “change in control” (as defined in the 2018 Plan) or death, Mr. Nicolelli’s outstanding equity awards will vest as described below:
Executive compensation
Executive compensation
Mr. Nicolelli’s severance payments and termination-related equity acceleration are subject to his execution of a waiver and release of claims against us. Mr. Nicolelli is subject to confidentiality restrictions at all times, as well as noncompetition and nonsolicitation restrictions for two years following termination of his employment.
Indicative Payouts for Maurizio Nicolelli
Vikas Bhalla Either Mr. Bhalla or we may terminate Mr. Bhalla’s employment at any time On a “change in control” (as defined in the 2018 Plan) or death, Mr. Bhalla’s outstanding equity awards will vest in the same manner as described for Mr. Nicolelli’s outstanding equity awards beginning on page Mr. Bhalla’s severance payments and termination-related equity acceleration are subject to his execution of a waiver and release of claims against us. Mr. Bhalla is subject to confidentiality restrictions at all times, as well as noncompetition and nonsolicitation restrictions for
Executive compensation Indicative payouts for Vikas Bhalla
(1) Represents distributions under the Gratuity Plan, which is due to Mr. Bhalla because he has earned over five years of credited service.
Vivek Jetley Either Mr. Jetley or we may terminate Mr. Jetley’s employment at any
On a “change in control” (as defined in the 2018 Plan) or death, Mr. Mr. Indicative payouts for Vivek Jetley
Executive compensation
Either Mr. Rai or we may terminate Mr. Rai’s employment at any time (though we must give Mr. Rai 30 days’ notice if the termination is without “cause” and Mr. Rai must give us 90 days’ advance notice upon any resignation). If Mr. Rai’s employment with the Company is terminated by the Company without “cause” (other than due to death or disability) or by Mr. Rai for “good reason” (both “cause” and “good reason” as defined below), Mr. Rai 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’s regular payroll practices. On a “change in control” (as defined in the 2018 Plan) or death, Mr. Rai’s outstanding equity awards will vest in the same manner as described for Mr. Nicolelli’s outstanding equity awards beginning on page 98. Mr. Rai’s severance payments and termination-related equity acceleration are subject to his execution of a release of claims against us. Mr. Rai is subject to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and nonsolicitation restrictions during his employment and for one year thereafter. Mr. Rai resigned from the Company in April 2023. Indicative payouts for
Definition of cause The following definition of “cause” applies to all named executive officers unless stated otherwise. “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
Executive compensation 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” 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’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’s (or, for Definition of good reason For Mr. Kapoor, “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 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’s title will not
constitute a significant reduction in his duties and authorities, it being understood that “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” applies to Messrs. Nicolelli, Bhalla, Jetley and Definition of change in control A “change in control” (as generally defined in Mr. Kapoor’s employment agreement and the 2018 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% 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
Executive compensation board of directors changes from those in office as of the date of Mr. Kapoor’s employment agreement or the effective date of the 2018 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% 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.
Definition of retirement A “retirement” generally means a named executive officer’s voluntary termination of employment that is effective after he reaches age 60. In accordance with SEC rules and the Dodd-Frank Wall Street Reform and Consumer Protection Act, presented below is an estimate of the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation (our “Pay Ratio”). Due to the size and complexity of our organization, which as of December 31, We
Executive compensation 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’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.
(1)
Approximately 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.
Executive compensation Pay versus 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. In accordance with SEC rules and the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following table shows the past three fiscal years’ total compensation for our named executive officers as set forth in the Summary Compensation Table, the “compensation actually paid” to our named executive officers (as determined under SEC rules), our total shareholder return (TSR), the TSR of the peer group over the same period, our net income, and our revenue, which we have selected as our Company Selected Measure because of its role as a component of both our annual and long-term incentive compensation program. 2022 Pay versus performance table
(1) The CEO for each of 2022, 2021, and 2020 was Rohit Kapoor. (2) The other named executive officers for each applicable year are as follows: 2022: Maurizio Nicolelli, Vikas Bhalla, Vivek Jetley, and Ankor Rai 2021: Maurizio Nicolelli, Vikas Bhalla, Vivek Jetley, and Samuel Meckey 2020: Maurizio Nicolelli, Pavan Bagai, Nalin Miglani, Vikas Bhalla, and Samuel Meckey (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not represent cash and/or equity value transferred to, or actually earned or realized by, the applicable named executive officer without restriction, but rather is a valuation calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as summary compensation table total compensation adjusted to (a) include the value of any pension benefit (or loss) attributed to the past fiscal year, including on account of any amendments adopted during such year; and (b) include the fair market value of equity awards as of December 31, 2022, or, if earlier, the vesting date (rather than the grant date) and factor in dividends and interest accrued with respect to such awards. For purposes of the pension valuation adjustments shown below, there was no prior service cost to report. In addition, for purposes of the equity award adjustments shown below, no equity awards were cancelled due to failure to meet vesting conditions, no equity awards were granted and vested in the same year, and there are no dividends or interest accrued to report. The following table details these adjustments:
(4) TSR is determined based on the value of an initial fixed investment of $100. The peer group TSR represents TSR of the peer group disclosed in our Form 10-K performance graph.
Executive compensation Relationship between “compensation actually paid” and performance measures The following comparisons describe the relationships between the amounts included in the pay versus performance table above for each of 2022, 2021 and 2020, including (i) the relationship between our TSR and our peer group TSR, and (ii) the relationship between compensation actually paid to our CEO and other NEOs and revenue (our Company-Selected Measure), TSR, and net income:
Executive compensation 2022 Performance measures As noted above, our Compensation and Talent Management Committee believe s in a wholistic evaluation of our executives’and our Company’s performance and uses a mix of performance measures throughout our annual and long-term incentive programs to align executive pay with stockholder value creation. As required by SEC rules, in 2022, the financial performance measures identified as the most important and used by us to link compensation actually paid for our for named executive officers’ are listed below.
Director compensation for fiscal year The following table sets forth information for compensation earned in fiscal year
(1) Mr. Kapoor’s compensation during (2) Amounts reflect the aggregate grant date fair value of stock (3) The outstanding equity awards held by our non-employee directors on December 31,
(4) For Ms. Minto and Mr. Mittal, amount reflects our reimbursement to the director for fees associated with tax preparer services. (5) Amounts reflect a change in the Audit Committee Chair role from Mr. (6) Mr. Pandit became Chairman on January 1, 2022. This amount reflects
For
Executive compensation eligible to receive the full cash fee for such calendar quarter and a pro-rated equity grant. The 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. Holders of restricted stock units do not receive the underlying shares of common stock until the units have vested and are settled. Unless the director elects otherwise, the restricted stock units issued to each of our non-employee directors will settle on the earliest of:
such director’s death;
180 days following the end of such director’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 in control,” as defined in the 2006 Plan, 2015 Plan or 2018 Plan, as applicable, that satisfies the requirements of Section 409A of the Code.
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 31,
Stock ownership of directors, executive officers and certain beneficial owners
Beneficial ownership
*Less than 1%. (1) Unless otherwise noted, the business address of each beneficial owner is c/o ExlService Holdings, Inc., 320 Park Avenue, 29th Floor, New York, New York 10022. (2) Based on (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’s term of service (see “Director compensation for fiscal year (4)
(6) 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.
(10) Based on the Schedule 13G/A filed on January 26, 2023, BlackRock, Inc. had sole voting power with respect to 3,897,236 shares and sole dispositive power with respect to 3,963,940 shares. The business address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10022. (11) Based on the Schedule 13G/A filed on February 9, 2023, The Vanguard Group, Inc. had shared voting power with respect to 55,300 shares, sole dispositive power with respect to 3,262,882 shares and shared dispositive power with respect to 87,711 shares. The business address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355. (12) Based on the Schedule 13G/A filed on February 9, 2023, FMR LLC had sole voting power with respect to 2,508,574 shares and sole dispositive power with respect to 2,510,025 shares. The business address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. (13) Based on the Schedule 13G filed on February 6, 2023, Wellington Management Group LLP had shared voting power with respect to 1,546,097 shares and shared dispositive power with respect to 1,759,889 shares. The business address of Wellington Management Group LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210.
Certain relationships and related person transactions
Certain relationships and related person transactions
circumstances of any covered transaction. If our General Counsel determines that the transaction involves a related party transaction and 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 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 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.
Audit Committee Report 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’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, Based on the review and discussions referred to above, the Audit Committee approved the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, Audit Committee Ms. Kristy Pipes (Chair) Mr. Mr. Clyde W. Ostler Mr. Nitin Sahney Ms. Jaynie Studenmund
Proposal 1 — Election of directors Proposal 1 — Election of directors The nominees Our Nominating and Governance Committee has nominated, and our board of directors has designated, Mses. Term of office If elected, each of the director nominees will serve a term of one year on our board of directors, until our Voting instructions and substitutes 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 General information about nominees The age as of the date of this Proxy Statement, 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 under “Our board of 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.
Proposal 1—Election of directors
Required vote 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) at the Annual Meeting will elect the
Proposal 2
Proposal Our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm to audit the Company’s and its subsidiaries’ books, records and accounts for the fiscal year In retaining Deloitte as the Company’s independent registered public accounting firm, the Audit Committee considered whether the provision of non-audit services by Deloitte was compatible with maintaining Deloitte’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. Audit and non-audit fees The following is a summary of the fees billed or expected to be billed to us by the Company’s independent registered public accounting firm for professional services rendered in each of the last two fiscal years:
Proposal
Audit 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 independent registered 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: Consist primarily of fees billed or expected to be billed for other tax filing and advisory projects. All other fees: Consist of fees billed or expected to be billed for other permissible work performed by 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 Required vote 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” ratification of the appointment.
Proposal
Proposal Proposal At the
Our board of directors is committed to corporate governance best practices and recognizes the significant interest of stockholders in executive compensation matters.
In addition, our philosophy places more emphasis on variable elements of compensation (such as Our stockholders have the opportunity to vote for, against or abstain from voting on the following resolution: “Resolved, that the stockholders approve on an advisory basis the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure shall include the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement).” The above-referenced disclosures related to the compensation of our named executive officers appear beginning at page 60 of this Proxy Statement.
Proposal
Required vote 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” the approval of the compensation of our named executive officers.
Proposal 4 — Advisory (non-binding) vote on how frequently stockholders should vote to approve compensation of the named executive officers Proposal 4 — Advisory (non-binding) vote on how frequently stockholders should vote to approve compensation of the named executive officers Proposal 4 is a vote, on a non-binding advisory basis, to determine how frequently stockholders should vote to approve compensation of the named executive officers. Although the vote is advisory and is not binding on the board of directors, our Compensation and Talent Management Committee will take into account the outcome of the vote when considering how frequently to hold say-on-pay votes. We refer to this as the “say-on-frequency” vote. You may choose from the following alternatives: every year, every two years, every three years or you may abstain. The say-on-frequency vote was last held at our 2017 annual meeting of stockholders and is required at least once every six years thereafter. The next such vote will occur at our annual meeting of stockholders to be held in 2029. Our board of directors believes that an annual say-on-pay vote to approve the compensation of our named executive officers is appropriate because it will permit our board of directors to receive current feedback on a timely basis from our stockholders regarding our compensation program for our executive officers. Receiving such feedback every year will enable us to implement more quickly any modifications that our board of directors determines to be appropriate. Required vote The option, if any, that receives the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Because this proposal has multiple options, if none of the options receives the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting, then we will consider the stockholders to have chosen the option selected by the holders of a plurality of the 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 “EVERY YEAR” to approve the compensation of our named executive officers.
Proposal 5 — Charter amendment to effect stock split Proposal 5 — Approval of an Amendment to our Amended and Restated Certificate of Incorporation to effect a 5-for-1 “forward” stock split with a corresponding increase in the authorized number of shares of our common stock The board of directors has unanimously deemed it is advisable, and in the best interests of the Company and its stockholders, to amend the Company’s Amended and Restated Certificate of Incorporation to effect a 5-for-1 split of our common stock. The trading price of our common stock has experienced significant growth over the past few years. The board of directors regularly evaluates the effect of such growth on liquidity and marketability of our common stock and believes the considerable appreciation in the trading price of our common stock makes our common stock less affordable on a per-share basis to certain of our investors and employees. The board of directors believes effecting a 5-for-1 stock split would make our shares more affordable, attract a broader group of potential investors and employees and increase liquidity in the trading of shares of our common stock. At present, our Amended and Restated Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.001 per share, and 15,000,000 shares of preferred stock, par value $0.001 per share. As of March 31, 2023, 33,321,455 shares of common stock were issued and outstanding, and, of the unissued shares, approximately 792,364 shares of common stock were reserved for issuance under the Company’s 2022 Employee Stock Purchase Plan (the “ESPP”) and approximately 952,074 shares of common stock were reserved for issuance pursuant to awards under our 2018 Plan. In April 2023, subject to approval by our stockholders, the board of directors approved an amendment to the Amended and Restated Certificate of Incorporation set forth on Annex A attached hereto (the “Stock Split Amendment”), which upon filing would effect a 5-for-1 forward stock split of our common stock (the “Stock Split”) and increase the number of authorized shares of our common stock from 100,000,000 to 400,000,000 (the “Share Increase”). Other than this Proposal 5 and Proposal 6 below, the board of directors has not approved any other changes to the Amended and Restated Certificate of Incorporation. If our stockholders approve the Stock Split Amendment, the Stock Split and Share Increase would become effective, without any further action by stockholders, upon the filing of the Stock Split Amendment with the Secretary of State of the State of Delaware, subject to the effective date set forth therein. The exact timing of the filing of the Stock Split Amendment will be determined by us based on our evaluation as to when such action will be the most advantageous to us and our stockholders. If we fail to implement the Stock Split by the next Annual Meeting of Stockholders, stockholder approval would be required again prior to implementing any stock split. However, the board of directors or, to the extent delegated, the Company’s management, reserves the right, notwithstanding stockholder approval and without any further action by our stockholders, to elect not to proceed with the Stock Split and the Share Increase if, at any time prior to filing the Stock Split Amendment, the board of directors or, to the extent delegated, the Company’s management, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed with the Stock Split and Share Increase. Book-entries dated as of a date prior to the effective time of the Stock Split representing outstanding shares of common stock shall, immediately after the effective time of the stock split, represent a number of shares equal to the same number of shares of common stock as is reflected on the book-entries, multiplied by five.
In connection with the Stock Split, we will be required to increase the number of authorized shares of our common stock so as to accommodate the increased number of shares that would be outstanding following the Stock Split, and the number of authorized but unissued shares available for issuance by the board of directors in connection with any future stock dividends or splits, grants under the ESPP, 2018 Plan or other equity compensation plans, financings, mergers or acquisitions and for other general corporate purposes, without the delay and expense associated with convening a special stockholders’ meeting or soliciting stockholders’ written consents. Aside from the shares currently reserved or to be reserved for issuance under the ESPP, the 2018 Plan, or any other equity compensation plans, the board of directors has not authorized the issuance of any additional shares of common stock, and there are no current agreements or commitments for the issuance of additional shares. Stockholders’ current ownership of common stock will not give them automatic rights to purchase any of the additional authorized shares of common stock as a result of the Stock Split. If the Stock Split Amendment is approved, the additional authorized shares of common stock will be available for issuance from time to time at the discretion of the board of directors without further action by the stockholders, except where stockholder approval is required by Nasdaq or as otherwise provided under applicable laws. Section 5.2 of our Amended and Restated Certificate of Incorporation authorizes the board of directors, without further stockholder approval, to issue preferred stock having such designations, preferences and rights as may be determined by the board of directors. Any future issuance of additional authorized shares of common stock may, among other things, dilute the earnings per share of the common stock and the equity and voting rights of those holding common stock at the time the additional shares are issued. Issuance of shares of preferred stock would dilute the earnings per share and book value per share of existing shares of common stock. Holders of preferred stock would have such voting rights as may be provided for by law and as determined by the board of directors. Although an increase in the authorized shares of common stock could, under certain circumstances, be construed as having an anti-takeover effect (for example, by diluting the stock ownership of a person seeking to effect a change in the composition of the board of directors or contemplating a tender offer or other transaction for the combination of our company with another company), the board of directors is not proposing to adopt the Stock Split Amendment in response to any effort to accumulate our stock or obtain control of the Company by means of a merger, tender offer or solicitation in opposition of management. Instead, the increase in authorized shares is directly related to the proposal to effect the Stock Split. The increase is less than the proportional amount that would have resulted based on the Stock Split ratio, effectively reducing amount of post-Stock Split shares authorized for issuance, but our board of directors believes this effective reduction is appropriate based on our prior and forecasted usage.
Proposal 5 — Charter amendment to effect stock split Required vote The approval of the Stock Split Amendment to effect the Stock Split and Share Increase requires the affirmative vote of the holders of a majority of our outstanding shares of common stock, voting together as a single class. Unless marked to the contrary, proxies received will be voted “FOR” approval of the Stock Split Amendment.
Proposal 6 — Charter amendment to include ability to remove directors with or without cause Proposal 6 — Approval of an Amendment to our Amended and Restated Certificate of Incorporation to allow for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of common stock Under the Company’s current Amended and Restated Certificate of Incorporation, a director may be removed from office only for cause and only by the affirmative vote of at least 66 2/3% of the total voting power of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of our directors, voting together as a single class. The board of directors has unanimously determined that it is advisable, and in the best interests of the Company and its stockholders, to amend the Amended and Restated Certificate of Incorporation to allow for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of our common stock. The governing documents of many other companies, as well as Section 141(k) of the Delaware General Corporation Law, allow for the removal of a director with or without cause by a majority of stockholders. To be consistent with market practice, subject to approval by our stockholders, our board of directors approved an amendment to our Amended and Restated Certificate of Incorporation set forth on Annex B attached hereto, which allows for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of common stock (the “Director Removal Amendment”). Other than this Proposal 6 and Proposal 5 above, the board of directors has not approved any other changes to the Amended and Restated Certificate of Incorporation. If this Proposal 6 is approved by our stockholders, the board of directors will adopt a conforming amendment to our by-laws related to the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of common stock. If the Director Removal Amendment is approved by the requisite percentages of stockholders at the Annual Meeting, the Director Removal Amendment would become effective upon the filing and effectiveness of the Director Removal Amendment with the Secretary of State of the State of Delaware, which is expected to take place promptly following the stockholders’ approval of the Director Removal Amendment. Required vote The approval of the Director Removal Amendment requires the affirmative vote of the holders of at least 66 2/3% of the voting power of the shares of the outstanding voting stock of the Company, voting together as a single class. Unless marked to the contrary, proxies received will be voted “FOR” approval of the Director Removal Amendment.
Miscellaneous Miscellaneous Stockholder proposals and director nominations for the Stockholder proposals intended to be included in our proxy materials for the Stockholders who intend to submit proposals at the Any notice of proposed business or nomination, whether or not included in our Proxy Statement, must include the information required under our 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, The presiding officer of the Delivery of documents to stockholders sharing an address 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 Statement and the
report, now or in the future, should submit this request to our investor relations department through the Investor Relations page
Miscellaneous of our website at 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 access to Proxy Statement and Annual Report This proxy statement and our 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 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
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 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, Who can vote? Only stockholders who own shares of our common stock at the close of business on April Is cumulative voting applicable in the election of directors? There is no cumulative voting in the election of directors.
Annual meeting Q&A
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 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
Annual meeting Q&A
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 How many votes are needed to approve each proposal and what is the effect of abstentions and/or broker non-votes?
Annual meeting Q&A The chart below summarizes, for each proposal described in this Proxy Statement, the Board’s voting recommendation, the voting approval standard, and the effect of abstentions and broker non-votes. Virtual attendance at our Annual Meeting will constitute presence “in person” for purposes of voting at the Annual Meeting.
(1) If you wish to abstain from voting on a proposal, you must indicate, or mark ABSTAIN, while voting. If a proxy is submitted with no direction given, the proxies given to the proxy holders will be voted in accordance with the Board recommendations. (2) As discussed above under “What is a broker non-vote?,” brokers will not be entitled to vote on “non-routine” proposals unless beneficial owners provide voting instructions. (3) Under our By-Laws, (4) Under the Delaware General Corporation Law, shares that abstain constitute shares that are present and entitled to vote and, accordingly, have the practical effect of
outstanding). 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
Annual meeting Q&A 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
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/ 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/
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
Annual meeting Q&A 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/ 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.
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
New York, New York April 28, 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
Annex A
Annex A CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EXLSERVICE HOLDINGS, INC. I, the undersigned, being the officer designated by the board of directors to execute this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended (the “Amended and Restated Certificate of Incorporation”), of ExlService Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware do hereby certify: FIRST: By unanimous written consent of the Corporation’s Board of Directors, resolutions were duly adopted setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable and directing that the amendment be considered at the next annual meeting of the stockholders of the Corporation. The amendments to the Amended and Restated Certificate of Incorporation as set forth in such resolutions, are as follows: 1.
“4.1 Number of Shares. The
2. Section 4.2 of the Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows: “4.2 Stock Split. Without any other action on the part of the Corporation or
Annex A Pre-Split Common Stock shares held by such holder multiplied by five. From and after the Effective Time, any stock certificates that,
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. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
Annex
TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EXLSERVICE HOLDINGS, INC. I, the
FIRST: By unanimous written consent of the Corporation’s Board of Directors, resolutions were duly adopted setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable and directing that the amendment be considered at the next annual meeting of the stockholders of the Corporation. The amendments to the Amended and Restated Certificate of Incorporation as set forth in such resolutions, is as follows: 1. Section 6.4 of the Amended and Restated Certificate of Incorporation, as amended, is hereby amended and restated in its entirety to read as follows: “6.4 Removal of Directors. Unless otherwise restricted by applicable law and except for such additional Directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Section 5 hereof, any Director, or the entire Board, may be removed from office at any time, with or without SECOND: That said amendments were duly adopted in accordance with the
EXLSERVICE HOLDINGS, INC. 320 PARK AVENUE, Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: |