Compensation
Componentscomponents
We
constantlyregularly evaluate how to best
paycompensate our executive officers, based upon market data and the extensive experience of our compensation committee with
retentionperformance and
performanceretention practices. For fiscal
2015,2023, our executive compensation program had three primary components, in addition to certain benefits and perquisites:
⯀ | ·
| Short-term, performance-based incentive compensation, or our annual cash bonus program; and |
⯀ | ·
| Long-term, performance-basedperformance- and time-based equity compensation in the form of performance share awards. PSUs and RSUs. |
GENPACT 2016 PROXY STATEMENT| 25
Base salary is provided to ensure that we are able to attract and retain high-quality executives. It is intended to provide a fixed level of overall compensation that does not vary annually based on performance or changes in shareholder
value, thereby ensuring that our executives can maintain a standard of living commensurate with their skill sets and experience.value. Base salary reflects the experience, knowledge, skills and performance records
our executives, including our named executive officers bring to their positions and the general market conditions in the country in which
the executivesthey are located.
We generally do notIn addition, we have
employment agreements with our employees except in special cases or where required by local law. We have, however, entered into employment agreements with our
CEO, our CFO and Mr. Cogny,NEOs, each of which specifies a minimum base
salary as described insalary. For a description of our NEOs’ employment agreements, see the
footnotessection below titled “—Narrative disclosure to
thesummary compensation table
and grants of plan-based awards table—Employment agreements with named executive officers” below.
Our compensation committee
typically reviews the
base salaries of our executives
including our named executive officers, at least every
15 months and12 months. The compensation committee determines changes in base salaries based on various factors, including the importance of the executive’s role in our overall business,
the performance and potential of the executive, general Company performance,
and the market practices in the country where the named executive officer is
located.located, and the executive’s current base salary relative to benchmarking data for the peer group companies. In connection with such review, our CEO provides
compensation recommendations
and rankings of the executives who directly report to him, includingfor our named executive officers, and the compensation committee considers the CEO’s recommendations in setting
theirthe executive officers’ base salaries.
The following table sets forth, for each of our named executive officers, such officer’s
2015 base salary2022 and
20142023 base salary.
The base salaries shown are as of December 31Base salary changes became effective on January 1 of each year.
Executive | | 2015 Base Salary | | 2014 Base Salary |
N.V. TYAGARAJAN(1) | | $630,000 | | $630,000 |
EDWARD J. FITZPATRICK(2) | | $600,000 | | $600,000 |
PATRICK COGNY(3) | | $513,500 | | $463,500 |
ARVINDER SINGH(4) | | $424,000 | | $400,000 |
MOHIT THUKRAL(5) | | $324,190 | | $297,000 |
| N.V. TYAGARAJAN(1)(6) | | | $824,000 | | | $900,000 | |
| MICHAEL WEINER(2) | | | $600,000 | | | $625,000 | |
| BALKRISHAN KALRA(3) | | | $700,000 | | | $750,000 | |
| PIYUSH MEHTA(4)(6) | | | — | | | $345,797 | |
| KATHRYN STEIN(5) | | | $600,000 | | | $650,000 | |
(1)
| (1)
| We entered into an employment agreement with Mr. Tyagarajan on June 15, 2011 in connection with his becoming our president and chief executive officer. The agreement provides for an annual base salary not less than $600,000, which was increased to $630,000 effective September 2012. TheFor 2023, the compensation committee last reviewedapproved an approximately 9% increase in Mr. Tyagarajan’s base salary, in May 2015from $824,000 to $900,000. See the section above titled “2023 target pay mix and determined that no increase was appropriate. See “—Narrative Disclosure to Summary Compensation Table and Grantpay positioning—CEO compensation mix.” Mr. Tyagarajan’s base salary reflected the importance of Plan-Based Awards Table—Employment Agreements with Named Executive Officers.
|
| (2)
| On June 26, 2014, we entered into an employment agreement with Mr. Fitzpatrick in connection with his appointmentrole as our chief financial officer. The employment agreement specifies that Mr. Fitzpatrick will receive an annual base salary of $600,000 per year, which will be reviewed periodically and may be increased at the discretion of the compensation committee. See “—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table—Employment Agreements with NamedChief Executive Officers.”
|
| (3)
| On December 15, 2015, we entered into an amended employment agreement with Mr. Cogny, which amended the employment agreement first entered intoOfficer in August 2011. Mr. Cogny’s amended agreement specifies that he will receive an annual base salary of not less than $513,500, an increase of $50,000, or approximately 11%, comparedaddition to his fiscal 2014 salary. The increase inpersonal performance. Mr. Cogny’s base salary underTyagarajan stepped down from his amended employment agreement reflects a reallocationposition as our President and Chief Executive Officer, effective as of his base compensation between salary and bonus and the fact that he is no longer eligible for the $100,000 guaranteed bonus to which he was entitled under his prior employment agreement. See “—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table—Employment Agreements With Named Executive Officers.” February 9, 2024. |
(2)
| (4)
| We do not have an employment agreement with Mr. Singh. In July 2015,For 2023, the compensation committee approved a 6%an approximately 4% increase in hisMr. Weiner’s base salary.salary from $600,000 to $625,000. Mr. Singh’sWeiner’s base salary reflects the importance of his role as the leader for our capital markets and information technology businessesChief Financial Officer in addition to his personal performance.
|
(3)
| (5)
| We do not haveFor 2023, the compensation committee approved an employment agreementapproximately 7% increase in Mr. Kalra’s base salary, from $700,000 to $750,000. Mr. Kalra’s 2023 base salary reflected the importance of his role as the business leader for our banking and capital markets and consumer goods, retail, life sciences and healthcare verticals, which cover a substantial portion of our overall business, in addition to his personal performance. Mr. Kalra was appointed as our President and Chief Executive Officer, effective as of February 9, 2024. In connection with Mr. Thukral.Kalra’s appointment as our Chief Executive Officer, Mr. Thukral’s 2015Kalra’s base salary was 20,720,000 Indian rupees (approximately $324,190), reflectingincreased to $875,000.
|
(4)
| Mr. Mehta was not a named executive officer in 2022. Mr. Mehta’s base salary reflects the importance of his role as our chief human resources officer in addition to his personal performance. |