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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the


Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o

Check the appropriate box:
Preliminary Proxy Statement

o

 ☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

o

 ☐
Definitive Additional Materials

o

 ☐
Soliciting Material Pursuant to §240.14a-12

240.14a-12

GENPACT LIMITED


(Name of Registrant as Specified In Its Charter)

None

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

Payment of Filing Fee (Check the appropriate box):

x

Payment of Filing Fee (Check all boxes that apply):
No fee required.

o

 ☐
Fee paid previously with preliminary materials.
Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Balkrishan “BK” Kalra
Chief Executive Officer
$4.48 BILLION
Total revenue was $4.48 billion,
up 2% year-over-year (3% on a
constant currency basis).1,2

14.1%
Net income margin and
income from operations
margin were both 14.1%.

(1)

Title of each class of securities to which transaction applies:

Letter to our shareholders
March 20, 2024
Dear Shareholders,
It is my honor to write to you as Genpact’s new President and Chief Executive Officer.
As a long-standing member of the Genpact team, I have tremendous respect for our purpose – the relentless pursuit of a world that works better for people – and for our teams, who deliver on that promise each and every day.
Genpact is a leading global professional services and solutions firm, delivering outcomes that transform our clients’ businesses and shape their future. Our clients – including many in the Global Fortune 500 – partner with us for our unique ability to combine deep industry and functional expertise, world-class talent, and holistic growth-oriented solutions that turn insight into action and deliver outcomes at scale. From New York to New Delhi, and more than 35 countries in between, our 125,000+ person team is passionate about delivering on our purpose.
2023 Results
In 2023, we continued to drive lasting competitive advantage for our clients, running digitally enabled operations and applying our Data-Tech-AI services to design, build, and transform their businesses. This resulted in a year of solid financial performance for Genpact, including:

Total revenue of $4.48 billion, up 2% year-over-year and 3% on a constant currency basis;1,2
Data-Tech-AI services revenue of $1.99 billion, up 2% year-over-year both on an as reported and constant currency basis;1,2
Digital Operations services revenue of $2.48 billion, up 3% year-over-year and 4% on a constant currency basis;1
Net income of $631 million, up 79% year-over-year, with a corresponding margin of 14.1%;
1
Revenue growth on a constant currency basis is a non-GAAP measure and is calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates adjusted for hedging gains/losses in such period.
2
Total revenue and revenue from Data-Tech-AI services for the full year 2023 and full year 2022 include $0.5 million and $12 million of revenue, respectively, associated with a business classified as held for sale.

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| LETTER TO OUR SHAREHOLDERS

17.0%
Adjusted income from operations
margin was 17.0%.3,4
$325 MILLION
Capital returned to shareholders of $325 million, including $100 million of dividend payments and $225 million in share repurchases.

$4.9 BILLION
New bookings6 were approximately $4.9 billion,
up 26% year-over-year.

(2)

Aggregate

Income from operations of $631 million, up 26% year-over-year, with a corresponding margin of 14.1%, and adjusted income from operations of $763 million, up 6% year-over-year, with a corresponding margin of 17.0%;3,4
Diluted earnings per share of $3.41, up 81% year-over-year, and adjusted diluted earnings per share of $2.98, up 9% year-over-year;3,5
$325 million of capital returned to shareholders, including $100 million of dividend payments and a total of 6 million shares repurchased at a total cost of $225 million, reducing share count by 3%; and
New bookings of $4.9 billion,6 up 26% on a year-over-year basis, as we signed a record 14 new large deals, each with total contract values greater than $50 million.
Our progress in 2023 also extended well beyond business performance as we advanced critical ESG initiatives across our four key pillars: climate, diversity, equity and inclusion (DEI), corporate social responsibility and client excellence. We invite you to visit the sustainability section of this document to learn more about our company-wide commitments.
Looking ahead
2024 will be a year of strengthening our foundation for future growth. As Genpact's new CEO, my top priority is to sharpen our focus and drive increased speed and accountability throughout the organization to reach our full potential.
Since our founding, we have seen periods of tremendous growth, driven in part by a number of strategic pivots. As we stand here today, on the verge of a new technology revolution fueled by GenAI, I firmly believe that Genpact is in a better position than ever before to capitalize on the opportunities ahead.
3
Income from operations and diluted earnings per share for the full year 2022 included a $39 million restructuring charge related to lease impairment charges and employee severance charges, as well as a $33 million impairment charge and a $25 million loss on the sale of a business previously classified as held for sale. These items were excluded from adjusted income from operations and adjusted diluted earnings per share for the full year 2022.
4
Adjusted income from operations and adjusted income from operations margin are non-GAAP measures. See Exhibit 1 to this Proxy Statement for a reconciliation of GAAP income from operations and GAAP net income to adjusted income from operations and GAAP income from operations margin and GAAP net income margin to adjusted income from operations margin. Adjusted income from operations margin for 2023 and 2022 was derived by adjusting total revenue to exclude $12 million and $0.5 million of revenue, respectively, associated with a business previously classified as held for sale.
5
Adjusted diluted earnings per share is a non-GAAP measure. See Exhibit 1 to this Proxy Statement for a reconciliation of GAAP diluted earnings per share to adjusted diluted earnings per share. During the year ended December 31, 2023, we completed an intercompany transfer of certain intellectual property rights from non-US to US wholly-owned subsidiaries, which resulted in a non-recurring tax benefit of $170 million. Net income and diluted earnings per share for the full year ended December 31, 2023 included this benefit. This benefit is excluded from adjusted diluted earnings per share for the year ended December 31, 2023.
6
New bookings, an operating measure, represents the total contract value of new contracts and certain renewals, extensions and changes to existing contracts. Regular renewals of contracts with no change in scope are not counted as new bookings.

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| LETTER TO OUR SHAREHOLDERS

Meeting details

Date:
Thursday,
May 2, 2024

Time:
12:00 p.m.
Local Time

Location:
5 Merchant Square,
5th Floor, London,
W2 1AY United
Kingdom
Your vote
is important
The Board recommends that you vote FOR each director nominee included in Proposal No. 1 and FOR Proposal Nos. 2 and 3. The full text of these proposals is set forth in the accompanying proxy statement.
We started our AI journey a few years ago and are charting an ambitious course ahead, working closely with our clients to shape the future by better leveraging data, technology and AI-first principles. We are moving rapidly to embed AI in all of the solutions we bring to market, launching more than 50 GenAI use cases into testing in 2023, with another 30 in production environments with clients either deployed or going live. We have also recently appointed a Chief Technology & Transformation Officer, who will lead the charge on embedding AI in all of our internal operations.
During my first 100 days as CEO, I am prioritizing three key areas – spending more time with clients, continuing to build our senior leadership team and strengthening our partner relationships:
First, I am spending more time with clients as we partner with them to shape the future – theirs and ours – by leveraging Data, Technology and AI first principles. I have already met with more than 75 clients since the beginning of the year and I am committed to meeting with more than 100 clients in my first 100 days to further inform our strategy.
Second, I will continue to build our senior leadership team. We have made a number of securitiesimportant additions to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuantour leadership team in the last few months across operations, finance and marketing, and I will continue to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculatedidentify and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

fill gaps quickly.


April 5, 2016

Dear Fellow Shareholder:

Third, I am committed to continuing to strengthen our partner relationships to deliver increasingly holistic solutions. I believe we are in a unique position to further leverage our domain and industry expertise, access to data, and CXO relationships to deliver improved performance for clients and thereby improved revenue growth and profitability for Genpact.

In closing, we see tremendous potential ahead and I am pleasedwant to thank you for your investment and ongoing trust. Our work would not be possible without the incredible dedication of our global teams and the support of our shareholders. I look forward to providing more details and updates on our progress in the months ahead.
Annual general meeting
Finally, it is my pleasure to invite you to attend the 20162024 Annual General Meeting of Shareholders of Genpact Limited to be held on Tuesday,Thursday, May 3, 20162, 2024 at Devonshire House, 1 Mayfair Place,5 Merchant Square, 5th Floor, London, W1J 8AJW2 1AY United Kingdom.Kingdom. The Annual General Meeting will begin at 10 a.m.12:00 p.m. local time.

time.

The enclosed Notice of our 20162024 Annual General Meeting and Proxy Statement provide important information about the matters to be considered and voted upon at the annual meeting. We hope that you will read the enclosed materials and submit your voting instructions by proxy. Voting by proxy will ensure your representation at the annual meeting even if you are unable to attend the meeting in person. The Board of Directors recommends that you vote FOR each of the proposalsdirector nominee included in Proposal No. 1 and FOR Proposal Nos. 2 and 3.

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CANON’S COURT | 22 VICTORIA STREET | HAMILTON HM 12 BERMUDA

Pursuant to the enclosed notice.

Securities and Exchange Commission rules that allow users to furnish proxy materials to shareholders over the Internet instead of a printed copy of our proxy materials to all of our shareholders, we are providing access to our proxy materials by posting them on the Internet and delivering a Notice Regarding the Availability of Proxy Materials, as more fully described in the accompanying Notice of 2024 Annual General Meeting of Shareholders. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. On or about March 21, 2024, we will mail our shareholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Your vote is very important to us. Whether or not you plan to attend the annual meeting, we ask that you vote as soon as possible. Please review the instructions on the Notice Regarding the Availability of Proxy Materials or, if you request printed copies of the proxy materials, the enclosed proxy card regarding each of your voting options.

Thank you for your ongoing support of and continued interest in Genpact.

Sincerely,

Balkrishan “BK” Kalra
Chief Executive Officer

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Sincerely,

N.V. “Tiger” Tyagarajan

President and Chief Executive Officer

CANON’S COURT | 22 VICTORIA STREET | HAMILTON HM 12 BERMUDA


NOTICE OF 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS


Date:

Tuesday, May 3, 2016

Meeting details

Time:


10 a.m. GMT

Date:
Thursday,
May 2, 2024

Location:


Devonshire House, 1 Mayfair Place,

Time:
12:00 p.m.
Local Time

Location:
5 Merchant Square,
5th Floor, London, W1J 8AJ
W2 1AY United
Kingdom

Your vote

is important
The Board recommends that you vote FOR each director nominee included in Proposal No. 1 and FOR Proposal Nos. 2 and 3. The full text of these proposals is set forth in the accompanying proxy statement.
Notice of 2024 annual general meeting
of shareholders
Meeting Agenda

agenda

(1)

Elect 11ten (10) directors to hold office until the next annual election or the election and qualification of their successors;

(2)

Approve, on a non-binding, advisory basis, the compensation of our named executive officers;

(3)

Ratify and approve

Approve the appointment of KPMG Assurance and Consulting Services LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2016;2024; and

(4)

Transact such other business as may properly come before the annual meeting or any postponement or adjournment thereof.

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CANON’S COURT | 22 VICTORIA STREET | HAMILTON HM 12 BERMUDA


Important Notice Regarding
the Availability of
Proxy Materials for the
Annual Meeting to be held
on May 2, 2024: The
Company’s proxy statement
and Annual Report on
Form 10-K are available
at www.genpact.com.
Voting Instructions

instructions

Shareholders of record at the close of business on March 4, 20168, 2024 are entitled to vote at the annual meeting.

Your vote is important regardless of the number of shares you own.
We have elected to use the notice and access rules adopted by the Securities and Exchange Commission to provide many of our shareholders access to our proxy materials and our Annual Report on Form 10-K by notifying you of the availability of our proxy materials and our Annual Report on Form 10-K via the Internet. The notice and access model provides the Company with a fast, efficient and lower-cost way to furnish shareholders with their proxy materials and reduces our impact on the environment. As a result, on or about March 21, 2024, we will mail our shareholders a “Notice Regarding the Availability of Proxy Materials” (the “Notice”) with instructions for how to access the proxy materials and our Annual Report on Form 10-K via the Internet (or how to request a paper copy) and how to vote online. We will also deliver printed versions of the proxy materials to shareholders who request paper copies of the proxy materials. On the date of mailing of the Notice, all shareholders will be able to access the proxy materials on a website referred to, and at the URL address included in, the Notice and in the proxy statement. These proxy materials will be available free of charge.
Whether you expect to attend the annual meeting or not, please complete, sign, date and promptly return the enclosed proxy card in the postage-prepaid envelope we have provided. You can also submit your proxy to vote your shares over the Internet as provided in the instructions set forth ononline or, if you request printed copies of the proxy card.materials, by mail or telephone. Your prompt response will ensure that your shares are represented at the annual meeting. You can change your vote and revoke your proxy at any time before the polls close at the annual meeting by following the procedures described in the accompanying proxy statement.

Please let us know if you plan to attend the Annual Meeting.

annual meeting.
By order of the Board of Directors,

Heather D. White
Corporate Secretary
March 20, 2024

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 3, 2016: The Company’s proxy statement and annual report on Form 10-K are available at www.genpact.com.


By order of the Board of Directors,

Victor F. Guaglianone

Corporate Secretary

April 5, 2016


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CORPORATE GOVERNANCE

2

Table of contents

Overview

2

Shareholder Rights

2

Director Independence

3

Director Nomination Process

3

4

4

5

5

6

6

6

7

7

10

Section 16(a) Beneficial Ownership Reporting Compliance

11

13

Director Biographies

13

Proposal 1 – Election of Directors

17

DIRECTOR COMPENSATION

18

Overview

18

EXECUTIVE OFFICER COMPENSATION

20

20


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GENPACT 2016 PROXY STATEMENT| i


AUDIT MATTERS

50

Report of the Audit Committeeaudit committee

50

51

51

IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

52

52

52

52

52

52

53

53

53

53

54

54

54

54

54

54



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How to vote

Online
www.proxyvote.com

Phone
1-800-652-VOTE (8683)

Mail
Complete and sign the proxy card and return it in the postage-paid envelope

QR Code
Scan the QR code on the Notice or proxy card you receive to receive all of the meeting details.

In person
Attend the annual meeting.
Important
A copy of our Annual Report on Form 10-K?

10-K for the fiscal year ended December 31, 2023 as filed with the United States Securities and Exchange Commission (the “SEC”), except for exhibits, will be furnished without charge to any shareholder upon written request to us c/o Genpact LLC, 521 Fifth Avenue, 14th Floor, New York, NY 10175, Attention: Corporate Secretary.

56

Householding of Annual Meeting Materials

56

OTHER MATTERS

57

ELECTRONIC SUBMISSION OF PROXIES FOR VOTING

57

ii | GENPACT 2016 PROXY STATEMENT


PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

GENPACT LIMITED

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

May 3, 2016

Proxy summary

This proxy statement contains information about the 20162024 Annual General Meeting of Shareholders of Genpact Limited, which we refer to in this proxy statement as the annual meeting“annual meeting” or the meeting.“meeting.” The annual meeting will be held on Tuesday,Thursday, May 3, 2016,2, 2024, at Devonshire House, 1 Mayfair Place,5 Merchant Square, 5th Floor, London, W1J 8AJW2 1AY United Kingdom. The annual meeting will commence at 10 a.m.12:00 p.m. local time.

This proxy statement is furnished by the board of directors of Genpact Limited, which is also referred to as Genpact“Genpact” or the Company“Company” in this proxy statement, in connection with the solicitation of proxies for use at the annual meeting and at any postponement or adjournment of the annual meeting. All proxies will be voted in accordance with the instructions they contain. If no instruction is specified on a proxy, it will be voted in accordance with the recommendation of our board of directors. The board of directors recommends that you vote FOR Proposalseach director nominee included in Proposal No. 1 and FOR Proposal Nos. 2 and 3. A shareholder may revoke any proxy at any time before it is exercised by voting at a later date online or by telephone, by giving our Corporate Secretary written notice to that effect either before or at the annual meeting, by signing and submitting another proxy with a later date, or by attending the annual meeting in person and voting such holder’s shares.

Our Annual Report on Form 10-K

A Notice Regarding the Availability of Proxy Materials with instructions for how to access the fiscal year ended December 31, 2015 is being mailed to shareholders with the Notice of 2016 Annual General Meetingproxy materials and this proxy statement on or about April 7, 2016.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 as filed2023 via the Internet (or how to request a paper copy) and how to vote online will be mailed to shareholders on or about March 21, 2024. If you request a paper copy of the proxy materials, you may also vote by telephone or by mailing a proxy card in accordance with the United States Securities and Exchange Commission (the “SEC”), exceptprocess described in the proxy materials.

In this proxy statement we make reference to materials available on our website, www.genpact.com. Our website address is provided for exhibits, willconvenience only. We are not including the information on our website, or any information which may be furnished without charge to any shareholder upon written request to us c/o Genpact LLC, 1155 Avenuelinked through our website, as a part of this proxy statement, nor is it incorporated herein.
Voting matters
Proposals
Standards
Board
recommendation
Page
1
Elect ten (10) directors to hold office until the next annual election or the election and qualification of their successors
Majority of
Votes Cast
FOR
each nominee
2
Approve, on a non-binding, advisory basis, the compensation of our named executive officers
Majority of
Votes Cast
FOR
3
Approve the appointment of KPMG Assurance and Consulting Services LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024
Majority of
Votes Cast
FOR
1
2024 Proxy Statement 

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| PROXY STATEMENT

Highlights from 2023
$4.48 BILLION
Total revenue was $4.48 billion, up 2% year-over-year (3% on a constant currency basis).
$4.9 BILLION
New bookings were approximately $4.9 billion,
up 26% year-over-year.
Director nominees
Name
Age
Committees
Director since
Balkrishan “BK” Kalra
54
 
2024
James Madden, Chair
62
  
2005
Ajay Agrawal
54

2019
Laura Conigliaro
78
  
2013
Tamara Franklin
57
  
2021
Carol Lindstrom
70
  
2016
CeCelia Morken
66
  
2016
Brian Stevens
60

2020
N.V. "Tiger" Tyagarajan
62
 
2011
Mark Verdi
57

2012

Audit Committee

Compensation Committee

Nominating & Governance Committee
C
Chair
Diversity of the Americas, 4th Floor, New York 10036, Attention:director nominees

2
2024 Proxy Statement 

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| PROXY STATEMENT

Skills matrix
Skill
Number of director nominees with skill (out of ten)
Senior leadership experience










Public company board experience










Finance, accounting and risk management










Innovation and technology










Investment expertise










2023 Compensation Highlights
2023 Pay Mix

Our 2023 compensation program ensures that our short- and long-term compensation plans incentivize the achievement of our business objectives, are responsive to shareholder feedback and align our executives’ interests with those of our shareholders.
91% of our CEO’s target direct compensation and 81% of our other NEOs’ target direct compensation was at-risk based on the achievement of company and individual objectives (annual bonus and PSUs) or share price performance (PSUs and RSUs) or both.
78% of our CEO’s target direct compensation and 63% of our other NEOs’ target direct compensation was in the form of long-term incentives.
See “Compensation discussion and analysis” on page 29.
3
2024 Proxy Statement 

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| PROXY STATEMENT
Equity vehicle mix
The balance in our long-term incentive compensation between RSUs and PSUs incentivizes growth and long-term share price appreciation, rewards continued service and aligns with shareholder interests.

2023 PSUs
Our 2023 PSU metrics focus on execution, revenue growth and profitability over the three-year period from 2023 to 2025:

Shareholder Responsiveness
Our 2023 long-term incentive program incorporates significant changes in response to shareholder feedback:

See “2023 Shareholder feedback and responsiveness” on page 33.
4
2024 Proxy Statement 

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2023 Corporate Secretary.

GENPACT 2016 PROXY STATEMENT| 1



governance highlights

Shareholder engagement
Engaged in shareholder outreach to investors representing more than 70% of our shares outstanding in 2023. (See “Compensation discussion and analysis—Shareholder engagement” on page 32 for more information.)

Compensation Clawback Policy
Adopted a compensation clawback policy in October 2023. (See “Compensation discussion and analysis—Compensation clawback policy” on page 46 for more information.)
Corporate governance
Corporate Governance

OVERVIEW

Overview

We believe that good corporate governance is important to ensure that Genpact is managed for the long-term benefit of its shareholders. TheOur board of directors has adopted corporateis responsible for our governance guidelines to assist the board in the exercise of its dutiespractices and responsibilities and to serve the best interestsoversight of our Companystrategy, operations and our shareholders.  These guidelines, which provide a framework for the conductmanagement. Some of the board’s business, provide, among other things, that:

principal responsibilities of the members of our board of directors are to:

·

the principal responsibility of the directors is to exercise their business judgment to promote the long-term interests of the Company’s shareholders by providing strategic direction to the Company and overseeing management in the performance of the Company’s business activities;

·

additional responsibilities include reviewing, approvingreview, approve and monitoringmonitor significant financial and business strategies as developed by management, evaluatingmanagement;

evaluate the performance of the Company and its executive officers approving CEOand approve succession plans for our chief executive officer, or CEO; and
review and reviewing and approvingapprove material transactions and corporate activities not entered into in the ordinary course of business;

business.
The board of directors has corporate governance guidelines to assist it in the exercise of its duties and responsibilities and to serve the best interests of our Company and our shareholders. These guidelines, together with our bye-laws, our committee charters and our code of conduct, provide a governance framework for the board of directors and its committees.

·

a majority of the members of the board of directors shall be independent directors;

The board of directors reviews our corporate governance guidelines and other corporate governance documents from time to time and revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to changing regulatory and governance requirements. The following sections provide an overview of our corporate governance practices.

·

the independent directors shall meet at least twice a year in executive session;

·

directors shall have full and free access to management and, as necessary and appropriate, independent advisors; and

·

at least annually, the nominating and governance committee shall oversee a self-evaluation of the board of directors to determine whether the board of directors and its committees are functioning effectively.

You can obtain the current charters for our audit committee, compensation committee and nominating and governance committee, our Corporate Governance Guidelinescorporate governance guidelines and our Codecode of Ethical Business Conductconduct at www.genpact.com or we will send you a copycopies upon request in writing to:

Genpact LLC,

1155 521 Fifth Avenue, of the Americas, 4th14th Floor,

New York, New York 10036

10175, Attention: Corporate Secretary

Secretary.
Select company recognitions
Named one of Ethisphere’s “World’s Most Ethical Companies” for the sixth time.
Included in the 2023 Bloomberg Gender-Equality Index.
Named to Forbes’ “World’s Best Employers” and “World’s Best Management Consulting Firms” for the second year in a row in 2023.
Recognized as “Sustainable Corporate of the Year” for the second year in a row by Frost & Sullivan and the Energy and Resources Institute at the 2023 Sustainability 4.0 Awards.
Named to Fortune’s America’s list of Most Innovative Companies 2023 and Fast Company’s list of 100 Best Workplaces for Innovators 2023.
5
2024 Proxy Statement 

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| CORPORATE GOVERNANCE
SHAREHOLDER RIGHTS

Among our corporateCorporate governance highlights

We are committed to governance policies and practices that are designed to ensure that our shareholders’serve the best interests are served areof Genpact and our shareholders. Our governance practices and policies include the following:

following, among other things:

·

All directors elected annually

All of our directors serve one-year terms and are subject to re-election at each annual meeting.
Separate CEO and Chair
We have issuedan independent Chair of the board of directors.
Independent board and committees
All of our directors, other than our CEO and our former CEO, are independent, and our board committees are made up entirely of independent directors.
Board commitment to diversity and refreshment
Our board of directors is active in succession planning, is committed to refreshment of our board, and has a robust director selection and succession process that is focused on creating a world-class board that is diverse, including with respect to gender, age, race and ethnicity, experience, international exposure, tenure and skills.
Annual board, committee and individual director evaluations and self-assessments
The nominating and governance committee oversees an annual self-evaluation of the board and its committees and an assessment of each individual director.
Board and committee oversight of, and active involvement in, strategy, risk management and ESG matters
Our board of directors and its committees have oversight of, and active involvement in, strategy, risk management and ESG matters.
Authority to call special meetings
Shareholders collectively holding more than 10% of our share capital have the right to call special general meetings.
Proxy access right
Eligible shareholders* can (subject to certain requirements) include their own director nominees in our proxy materials.
No shareholder rights plan (poison pill)
We do not have a poison pill.
Regular executive sessions of the board
Our board of directors, led by our independent Chair, meets in executive session at each regularly scheduled quarterly meeting of the board.
Director access to management and advisors
Our board has full access to our senior management, who generally attend our regularly scheduled quarterly board meetings, and to advisors as the board determines necessary.
Active shareholder engagement
We regularly engage with our shareholders and solicit their feedback on our corporate governance and pay practices. For information about our shareholder outreach efforts in 2023, see the section titled “Shareholder engagement” below.
One vote per share
We have only one class of common shares, and each common share entitles the holder to one vote on any matter requiring shareholder approval.

·

Shareholder approval required for bye-law amendments

Subject to certain supermajority requirements described below, our

Our bye-laws may be revoked, altered or amended only with the approval (i) first of the board of directors and then (ii) after the board’s approval and recommendation of such action to the shareholders, by a simple majority of the combined voting power of all shareholders entitled to vote, on such revocation, alteration or amendment.

except in the case of the limited supermajority voting requirements described below.

2 | GENPACT 2016 PROXY STATEMENT


·

Limited supermajority voting requirements

Our bye-laws do not contain supermajority voting requirements except to (i) to alter the manner in which the bye-laws may be amended or revoked, (ii) to alter the rights of any class of shares issued and outstanding, and (iii) to amend the bye-law defining the events that vacate the office of any sitting director.director, and (iv) amend the bye-law concerning the appointment of directors in the event that the board of directors has elected to create a classified board.
Prohibition on hedging and pledging of Company securities
Our insider trading policy prohibits all employees, consultants, officers and directors from entering into any transaction designed to hedge, or having the effect of hedging, the economic risk of owning the Company’s securities and prohibits these persons from pledging Company securities.
Director and officer share ownership requirements
Our share ownership guidelines require ownership of a number of our common shares with a minimum value equivalent to (i) for our CEO, six times his base salary, (ii) for our other named executive officers, their base salaries, and (iii) for our non-employee directors, three times their annual cash retainers.
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·

Shareholders collectively holding more than 10% of our share capital have the right to call special general meetings.

 *

·

We do not have

See “Important information about the annual general meeting and voting—How and when may I submit a “staggered” board. All ofshareholder proposal, including a shareholder nomination for director, for the 2025 annual general meeting?” on page 74 for information about submitting proposals for consideration at our directors serve one-year terms and are subject to re-election at eachnext annual meeting.

See also the section titled “Director nomination process and director characteristics” below for information about how to propose a director nominee for election to our board.
Sustainability

See “Important

Information regarding our sustainability, environmental, social, and human capital management activities is available in our annual “Genpact Sustainability Report” posted on our website. We began issuing Sustainability Reports in 2011. Our Sustainability Reports are aligned to the UN Sustainable Development Goals and make use of three of the leading sustainability reporting frameworks: the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force on Climate-Related Financial Disclosure (TCFD). We have also participated in the Climate Disclosure Project (CDP) and EcoVadis annually since 2016.
We encourage you to learn more about our many sustainability initiatives and our progress towards meeting our goals, including with respect to human capital management, by reviewing our “Genpact Sustainability Report” located on the Annual General Meeting and Voting—How and whenCorporate Governance section of our website at www.genpact.com/investors. Our website address is provided for convenience only. We are not including the information on our website, or any information which may I submitbe linked through our website, such as our Sustainability Report, as a shareholder proposal, including a shareholder nomination for director, for the 2017 annual general meeting?” on page 54 forpart of this proxy statement, nor is any such information about submitting proposals for consideration at our next annual meeting. See also the section titled “Director Nomination Process” below for information about how to propose a director nominee for election to our board.

incorporated herein.

DIRECTOR INDEPENDENCE

Director independence

Pursuant to the corporate governance listing standards of the New York Stock Exchange (“NYSE”), a director who is employed by us or was employed by us in the past three years cannot be deemed to be an “independent director,” and consequently Mr. Kalra and Mr. Tyagarajan isare not an independent director.directors. The board has determined that none of the other current directorsdirector nominees has a material relationship with us for purposes of the NYSE corporate governance listing standards and accordingly each is independent under such NYSE standards. In making its independence determinations, the board considered the relationship between our Company
Director nomination process and Bain Capital, as affiliates of Bain Capital own approximately 27% of our outstanding common shares, the fact that Messrs. Chandra, Humphrey, Nunnelly and Verdi serve on our board as designees of Bain Capital pursuant to the terms of our shareholder agreement with affiliates of Bain Capital, and the fact that Messrs. Chandra and Humphrey are managing directors of Bain Capital.

DIRECTOR NOMINATION PROCESS

director characteristics

In considering whether to recommend any particular candidate for inclusion in the board of directors’ slate of recommended director nominees, the nominating and governance committee applies the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate’s integrity, knowledge of our business and industry, experience, diligence, absence of any conflicts of interest and the ability to act in the interests of all shareholders. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the board of directors to fulfill its responsibilities. We
While we do not have a formal or informal diversity policy for board membership, but the nominating and governance committee is committed to considering diversity in accordance with its charter.charter, and it seeks out candidates with diverse experience and perspectives, including diversity with respect to gender, age, race, ethnicity, geography, and areas of expertise. The nominating and governance committee and the board of directors believe that considering diversity is consistent with the goal of creating a board of directors that best serves the needs of the Company and the interests of its shareholders, and it is one of the many factors that they consider when identifying individuals for board membership. When considering candidates as potential board members, the board of directors and the nominating and governance committee evaluate each candidate’s ability to contribute to the diversity of the board.
The nominating and governance committee and the board of directors also believe that diversity with respect to tenure is important to balance the fresh perspectives brought by newer directors with the deep institutional knowledge and experience of our longer tenured directors. Our director nominees have a median tenure of approximately eight years. Our shortest-serving independent director nominee has served on our board for three years, and our longest-serving director nominee has served on our board for 19 years. Since 2019, we have added five new directors to our board of directors, replacing six directors who completed their impactful tenures on our board.
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Qualifications and experience of our director nominees
The table below summarizes some of the experience, qualifications, attributes and skills each of our director nominees brings to the board. This summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board. Additional information on each director nominee is set forth in the biographies included in the section titled “Director profiles” below.
 
SKILLS
DIVERSITY
Director nominee
Senior
leadership
experience
Public
company
board
experience
Finance,
accounting
and risk
mgmt.
Innovation
and
technology
Investment
expertise
 
Race/Ethnic
diversity
Gender
A. Agrawal
M
L. Conigliaro
F
T. Franklin
F
B. Kalra
M
C. Lindstrom
F
J. Madden
M
C. Morken
F
B. Stevens
M
N. Tyagarajan
M
M. Verdi
M
TOTAL
9
8
​9
8
10
4
4F/6M
Skills definitions
Senior leadership experience: Served in senior leadership roles at a large organization.
Public company board experience: Served/serving on the boards of other public companies.
Finance, accounting and risk management: Significant expertise in corporate finance, financial accounting or enterprise risk management.
Innovation and technology: Experience managing technological change and driving technological innovation within an organization.
Investment expertise: Experience overseeing investment capital decisions, strategic investments and ventures/acquisitions activity.
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Select characteristics of our director nominees are set forth below:

Shareholders may recommend individuals to the nominating and governance committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, including information regarding the number of shares owned by any potential director candidate, and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of our common shares for at least a year as of the date such recommendation is made, to the nominating and governance committee,Corporate Secretary of the Company, c/o Genpact LLC, 1155521 Fifth Avenue, of the Americas 4th14th Floor, New York, NY 10036.10175. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and governance committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

GENPACT 2016 PROXY STATEMENT| 3

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MEETINGS OF THE BOARD OF DIRECTORS

Meetings of the board of directors

The board of directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The board of directors’ primary responsibility is to oversee the management of Genpact and, in so doing, serve the best interests of the Company. Subject to the recommendations of the compensation committee and the nominating and governance committee, respectively, the board of directors selects, evaluates and provides for the succession of executive officers, and the board of directors nominates for election at annual general shareholder meetings individuals to serve as directors of Genpact and elects individuals to fill any vacancies on the board of directors to the extent not filled by shareholders in general meetings. ItThe board of directors reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. Management keeps the directors informed of Company activity through presentations at board of directors and committee meetings.

The board of directors met, in person or telephonically, 515 times in fiscal 2015. During fiscal 2015, each2023. All of our directors standing for reelection at the 2024 annual meeting attended 75% or moreat least 79%, and an average of 92%, of the total number of meetings of the board of directors and the committees of which such director was a member during the period of time he or she served on such committee.committee in 2023. Our Corporate Governance Guidelines set forth our policy that directors are expected to attend annual general meetings of shareholders. All of our directors serving in such capacity atattended the time2023 annual meeting.
Committees of the 2015 annual meeting attended the 2015 annual meeting.

COMMITTEES OF THE BOARD OF DIRECTORS

board of directors

The board of directors has standing audit, compensation and nominating and governance committees. Each committee has a charter that has been approved by the board of directors. Each committee must review the appropriateness of its charter and perform a self-evaluation at least annually. Mr. TyagarajanKalra is the only director who is an employee of Genpact, and he does not participate in any meeting, or portions of any meeting, at which his compensation or performance is evaluated. All members of all committees are non-employee directors and the board of directors has determined that all of the members of our three standing committees are independent as defined under the rules of the NYSE, and, in the case of all members of the audit committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act.

Act of 1934, as amended (the “Exchange Act”).

The table below sets forth the committees of our board, the composition of each committee and the number of meetings of each committee during fiscal 2015.

 

 

BOARD COMMITTEES

Board Member

 

Audit

 

Compensation

 

Nominating and

Governance

AMIT CHANDRA

 

 

 

 

 

M

LAURA CONIGLIARO

 

M

 

 

 

 

JAMES MADDEN

 

 

 

M

 

C

ALEX MANDL(1)

 

C

 

 

 

 

MARK NUNNELLY

 

 

 

C

 

 

ROBERT SCOTT(2)

 

M

 

M

 

 

HANSPETER SPEK

 

 

 

 

 

M

MARK VERDI

 

M

 

 

 

 

Number of meetings in 2015

 

9

 

5

 

4

2023.

M: Member      C: Chair

BOARD COMMITTEES
Board member
Audit
Compensation
Nominating and
governance
Ajay Agrawal
Member
Stacey Cartwright(1)
Member
 
 
Laura Conigliaro
Member
Chair
Tamara Franklin
Member
 
Member(4)
Carol Lindstrom
Chair
Member
James Madden(2)
 
Member
Member
CeCelia Morken
Member
Member
Brian Stevens
Member
 
 
Mark Verdi(3)
Chair
Number of meetings in 2023
14
6
4

(1)

(1)

Ms. Cartwright is not standing for relection to the board at the 2024 annual general meeting, and her service on the audit committee will end on May 2, 2024.
(2)

Mr. Madden currently serves as Chair of the board of directors.

(3)
Audit committee financial expert as defined by SEC rules.
(4)
Ms. Franklin served on the nominating and governance committee during 2023. On the date this proxy statement was filed with the SEC, she ceased to be a member of the nominating and governance committee and became a member of the compensation committee.
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(2)

Chairman of the board of directors.

4 | GENPACT 2016 PROXY STATEMENT


The tables below set forth the primary responsibilities of each committee of our board. The lists of responsibilities set forth below are not exhaustive. A complete list of each committee’s responsibilities can be found in the charter for each committee, available on our website, www.genpact.com.

www.genpact.com.

Audit Committee

committee

MEMBERS

Members(1)

Alex Mandl

Primary responsibilities(4)
Mark Verdi (Chair)(2)


Stacey Cartwright(3)
Laura Conigliaro

Robert Scott

Mark Verdi


Tamara Franklin
CeCelia Morken
Brian Stevens

PRIMARY RESPONSIBILITIES

§

 Appointing, approving the compensation of, and assessing the independence of our registered
independent public accounting firm.

§

 Overseeing:

·

 the performance of any registered public accounting firm employed by us to provide audit services,
including such firm’s qualifications and independence;

·

 the quality and integrity of our accounting and reporting practices and controls, including our financial
statements and reports;

·

 the performance of our internal audit function; and

·

 our compliance with legal and regulatory requirements.

§

 Preparing an audit committee report as required by the SEC to be included in our annual proxy
statement.

§     Reporting regularly

 Approving, in advance, any audit and any permissible non-audit services to be provided by our
independent external audit firm.
 Reviewing and discussing with management our fullmajor financial, data privacy and cybersecurity and other significant risk exposures and the steps management has taken to monitor and control such
exposures.
 Reviewing the Company’s policies and procedures for reviewing and approving related party transactions and recommending changes in such policies and procedures to our board of directors, with respectand
reviewing and approving related party transactions.
 Overseeing our compliance program and adherence to our code of conduct and investigating any issues raised
matters that arise relating to the integrity of management.
 Establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by the foregoing.

§our

employees of concerns regarding questionable accounting or auditing matters.
 Investigating any matter brought to its attention within the scope of its duties and retaining counsel for
this purpose where appropriate.


 Reporting regularly to our full board of directors with respect to the foregoing.

(1)

(1)

The board has determined that each member of the audit committee meets the financial literacy and independence requirements of the SEC and the NYSE applicable to audit committee members.

(2)

(2)

The board has determined that Mr. Mandl has been determined to beVerdi is an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K, and to havehas accounting or related financial management expertise as required by the NYSE listing standards.

(3)
Ms. Cartwright is not standing for reelection to the board at the 2024 annual general meeting, and her service on the audit committee will end on May 2, 2024.
(4)
The audit committee was established in accordance with section 3(a)(58)(A) of the Exchange Act.
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TABLE OF CONTENTSCompensation Committee

MEMBERS

| CORPORATE GOVERNANCE
Compensation committee
Members(1(1))

Mark Nunnelly

Primary responsibilities*
Carol Lindstrom (Chair)


James Madden

Robert Scott


CeCelia Morken
Tamara Franklin(2)

PRIMARY RESPONSIBILITIES

§

 Reviewing our compensation practices and policies, including equity benefit plans.

§     Reviewing

 Overseeing the risks associated with the Company’s compensation policies and practices, and reviewing whether such policies and practices are reasonably likely to have a material adverse effect on
the Company.
 Conducting an annual review and evaluation of our CEO; reviewing and approving performancecompensation for
our CEO and compensation for our chief executive officer, chairman of the board of directors, senior executives and directors.

§officers.

 Reviewing and consulting with our chief executive officerCEO concerning selection of executive officers, performance of
individual executivesexecutive officers and related matters.

§

 Overseeing the succession plans for our CEO and executive officers.
 Reviewing and approving compensation for our directors, including the Chair of the Board.
 Reviewing and discussing the management disclosures in our “Compensation Discussion and Analysis” and recommending to the board whether such disclosures shall be included in the appropriate
regulatory filing.

§

 Overseeing our stockequity plans, incentive compensation plans and any such plans that the board may from time to time adopt and exercising all the powers, duties and responsibilities of the board of directors
with respect to such plans.

§

 Preparing a compensation committee report for inclusion in our proxy statement.

§     Selecting and retaining a compensation consultant and outside advisors to provide independent advice to the committee.

§

Reporting regularly to our full board of directors with respect to any issues raised by the foregoing.

(1)

(1)

The board has determined that each member of the compensation committee meets the independence requirements of the SEC and NYSE applicable to compensation committee members.

(2)
Ms. Franklin became a member of the compensation committee on the date this 2024 Proxy Statement was filed with the SEC.
*
This table includes the compensation committee’s primary responsibilities as set forth in its charter. The compensation committee also performed certain additional duties beyond what its charter requires, including conducting talent and performance reviews and succession planning for the Company’s leadership team beyond the Company’s executive officers.

GENPACT 2016 PROXY STATEMENT| 5

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TABLE OF CONTENTSNominating and Governance Committee

MEMBERS

| CORPORATE GOVERNANCE
Nominating and governance committee
Members(1(1))

Primary responsibilities
Laura Conigliaro (Chair)
Ajay Agrawal
Carol Lindstrom
James Madden (Chair)

Amit Chandra

Hanspeter Spek

PRIMARY RESPONSIBILITIES

§

 Making recommendations as to the size, composition, structure, operations, performance and
effectiveness of our board of directors.

§

 Establishing criteria and qualifications for membership on our board of directors and its committees.

§

 Assessing and recommending to our board of directors strong and capable candidates with diverse
experience and perspectives who are qualified to serve on our board of directors and its committees.

§

 Developing and recommending to our board of directors a set of corporate governance principles,
including independence standards.

§

 Conducting an annual review and evaluation of our chief executive officer, our board of directors and our board committees.

§

 Overseeing the succession plans for our chief executive officerenvironmental, social and senior management.

§governance (“ESG”) programs, activities and practices of the

Company.
 Otherwise taking a leadership role in shaping our corporate governance.

§

 Reporting regularly to our full board of directors with respect to any issues raised by the foregoing.

(1)

(1)

The board has determined that each member of the nominating and governance committee meets the independence requirements of the SEC and NYSE applicable to nominating and governance committee members.

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BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

Board leadership structure

The positions of chairmanChair of the board of directors and Chief Executive OfficerCEO have historically been separated at Genpact. Keeping these positions separate allows our Chief Executive OfficerCEO to focus on our day-to-day business, while allowing the chairmanChair of the board of directors to lead the board in its exercise of business judgment to promote the long-term interests of our shareholders by providing strategic direction and overseeing management. The Boardboard of directors believes that keeping these positions separate is the appropriate leadership structure for us at this time.

Annual board, committee and individual director evaluation process
As set forth in its charter, the nominating and governance committee oversees the board, committee and individual director evaluation process. Each year, the nominating and governance committee determines the appropriate form of evaluation and considers the design of the process to ensure it is both meaningful and effective.
From time to time, the board of directors engages an independent third party with experience in board evaluations and organizational effectiveness to lead the board evaluation. The last time the board engaged a third party to lead the board evaluation process was in 2019. In 2023, the board led its own self-evaluation process, which included written evaluations of the board as a whole, each committee of the board and individual directors and was led by the Chair of the nominating and governance committee. Our board’s evaluation process engages our directors on a wide range of topics, including board and committee structure, board dynamics and operations, and board, committee and individual director effectiveness and performance. Following the conclusion of the 2023 evaluation process, the board reviewed and discussed the evaluation results.
The results of the 2023 evaluation process support the board’s belief that the board and its committees are operating effectively.
Risk oversight
Our management is responsible for risk management on a day-to-day basis, and our board and its committees overseeoversees the risk management activities of management.management, which include our enterprise risk management program and the risks highlighted through our annual risk assessment process. The Audit Committeeboard’s risk oversight responsibilities are fulfilled both by the board directly, as well as by its committees, each of which assists the Board in overseeing a part of the Company’s overall risk management agenda. As more fully described below, the audit committee assists the board in fulfilling its oversight responsibilities with respect to risk management in the areas of data privacy, financial reporting, cybersecurity, internal controls and compliance with legal and regulatory requirements, and, in accordance with NYSE requirements, discusses policies with respect to risk assessment and risk management. The Compensation Committeecompensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs.programs and succession planning for our executive officers. The Nominatingnominating and Governance Committeegovernance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors, and executive officers,the Company’s ESG activities and corporate governance.

For additional information on risks that affect our business, please see our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other filings we make with the SEC.
Oversight of ESG strategy and cybersecurity and data privacy risks
As part of our board’s strategic and risk oversight, the board oversees our ESG strategies, including our sustainability priorities and related risks. Throughout the year, the board receives periodic reports from management and the board’s committees on our ESG initiatives, overall sustainability strategy and the ESG reporting frameworks we use to track our progress. In 2022, our board delegated ESG oversight responsibility to the nominating and governance committee. Accordingly, the nominating and governance committee oversees our overall ESG performance, disclosure, strategies, goals and objectives and monitors ESG risks and opportunities on behalf of the board. The board will also continue to monitor and receive periodic reports from the nominating and governance committee and management on these and other ESG matters, including with respect to human capital matters such as diversity and inclusion and related risks.
As part of the board’s role in overseeing the Company’s enterprise risk management program, the board and the audit committee devote substantial time to monitoring cybersecurity and data privacy related risks. Our audit committee charter sets out the committee’s role in overseeing information technology risk exposures, including cybersecurity, data privacy and data security, and
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the audit committee receives quarterly reports on cybersecurity and data privacy matters and related risk exposures from management, including our Global Operating Officer, Chief Legal Officer and Chief Information Security Officer. The audit committee regularly updates the board on such matters and the board also periodically receives reports from management directly. For more information about the Company’s cybersecurity program, see Item 1C “Cybersecurity” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC.
COMMUNICATING WITH THE INDEPENDENT DIRECTORS

Communicating with the independent directors

The board of directors will give appropriate attention to written communications that are submitted by shareholders and other interested parties, and will respond if and as appropriate. The nominating and governance committee, with the assistance of the Company’s General Counsel,Chief Legal Officer, is primarily responsible for monitoring communications from shareholders and other interested parties and for providing copies or summaries to the other directors as its members consider appropriate. Our non-executive chairman,Chair, Mr. Scott, is a member of the audit committee, a member of the compensation committee and alsoMadden, serves as the presiding director at all executive sessions of our non-management directors.

6 | GENPACT 2016 PROXY STATEMENT


Communications will be forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the nominating and governance committee considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which the Company may receive repetitive or duplicative communications.

Shareholders and interested parties who wish to send communications on any topic to the board of directors should address such communications to:

Board of Directors


Genpact Limited


c/o Genpact LLC

1155

521 Fifth Avenue, of the Americas, 4th14th Floor


New York, New York 10036

10175

Attention: Corporate Secretary

CODE OF ETHICAL BUSINESS CONDUCT

Code of conduct

Our board of directors has adopted a code of ethical business conduct applicable to our directors, officers and employees in accordance with applicable rules and regulations of the SEC and the New York Stock Exchange.NYSE. The code is posted on our website at www.genpact.com under the heading “Investors—Corporate Governance.Governance—Highlights.” We will also provide a copy of the code to shareholders upon request. We disclose any material amendments to our code of ethical business conduct, as well as any waivers for executive officers or directors, on our website.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Certain relationships and related party transactions

Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which Genpact Limited is a participant, the amount involved exceeds $1,000,000 (or such lower threshold as our audit committee may from time to time determine),$120,000, and one of our officers, directors, director nominees or 5% shareholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our General Counsel.Chief Legal Officer. The policy calls for the proposed related person transaction to be reviewed prior to entry into the transaction and, if deemed appropriate, approved by the board’s audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval isour Chief Legal Officer becomes aware of a related person transaction that has not practicable,been reviewed by the audit committee, willthen the audit committee must review the transaction and, in its discretion, may ratify the related person transaction. The policy also permits the chair of the audit committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the audit committee at its next meeting.it. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. The audit committee will review and consider such information regarding the related person transaction as it deems appropriate under the circumstances.
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The audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the Company’s best interests.interests of the Company and its shareholders. The audit committee may impose any conditions on the related person transaction that it deems appropriate.

GENPACT 2016 PROXY STATEMENT| 7


In addition to the transactions that are excluded by applicable SEC rules, the board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

·

interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity) that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the greater of $1 million dollars or 2% of the annual consolidated gross revenues of the other entity that is a party to the transaction, and (d) the amount involved in the transaction equals less than 2% of our annual gross revenues; and

a transaction that is specifically contemplated by provisions of our charter or bye-laws.

We did not have any related person transactions with any of our executive officers or directors in 2023.
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Shareholder AgreementTABLE OF CONTENTS

The shareholder agreement among us and certain affiliates of Bain Capital provides that Bain Capital is entitled to nominate four persons to our board of directors so long as Bain Capital maintains certain minimum shareholding thresholds and has agreed to vote its shares to elect such persons. The number of directors that Bain Capital is entitled to appoint is reduced if its

Security ownership of our common shares declines below certain levelsbeneficial owners and such right ceases if such ownership falls below 7.5% of our outstanding common shares, and also may be increased in certain circumstances.

Subject to certain conditions and with certain exceptions, the shareholder agreement grants Bain Capital the right to require us to register for public resale under the Securities Act of 1933 all common shares that it requests be registered. In addition, subject to certain conditions and with certain exceptions, the shareholder agreement grants Bain Capital piggyback rights on any registration for our account or the account of any other holder of our common shares. These rights are subject to certain limitations, including customary cutbacks and other restrictions. In connection with our initial public offering or the other registrations described above, we have and will indemnify any selling shareholders against liabilities resulting from violations of federal or state securities laws by us in connection with any registration statement, prospectus or other disclosure statement used in connection with any registration of our securities and, subject to certain exceptions, we will bear all fees, costs and expenses, except underwriting discounts and selling commissions.

Prior to the one-year anniversary of the date when Bain Capital’s ownership of our common shares falls below 7.5%, Bain Capital is subject to certain restrictions with respect to the acquisition of additional securities of, and certain exercises of control over, including making any offers for the purchase of, the Company. Notwithstanding the foregoing, the shareholder agreement grants Bain Capital the right to maintain its percentage ownership in the event we issue additional securities by purchasing a percentage of any additional securities we issue.

The shareholder agreement also contains provisions regarding corporate opportunities under which directors nominated by Bain Capital pursuant to the shareholder agreement are not required to present to us certain corporate opportunities.

8 | GENPACT 2016 PROXY STATEMENT


Expense Reimbursement Agreement

Pursuant to an expense reimbursement agreement between us and Bain Capital Partners, LP entered into on March 3, 2015, we have agreed to reimburse Bain Capital Partners, LP and its affiliates for reasonable out-of-pocket expenses incurred by their respective representatives in connection with certain financial, managerial, operational or strategic advice or other services provided to us by Bain Capital Partners, LP since January 1, 2013, and as may be mutually agreed from time to time by the Company and Bain Capital Partners, LP through the term of the expense reimbursement agreement. The expense reimbursement agreement also provides for our indemnification of Bain Capital Partners, LP, Bain Capital Investors, LLC and their respective affiliates and representatives subject to certain terms and conditions. The expense reimbursement agreement runs until December 31, 2015, with automatic annual renewals thereafter unless either party chooses not to extend the term. In addition, the expense reimbursement agreement may be terminated at any time by either party. Affiliates of Bain Capital Partners, LP currently own approximately 27% of our shares outstanding. We have reimbursed a total of $168,526 for expenses incurred in fiscal 2015 pursuant to the expense reimbursement agreement.

GENPACT 2016 PROXY STATEMENT| 9


Security Ownership of Certain Beneficial Owners and Management

management

The following table contains information regarding the beneficial ownership of our common shares as of March 4, 20168, 2024 by:

·

each shareholder we know to own beneficially more than 5% of our outstanding common shares;

·

each director;

director and director nominee;

·

each executive officer named in the 20152023 Summary Compensation Table under the heading “Information about Executivecompensation table; and Director Compensation;” and

·

all of our directors, director nominees and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Common shares subjectthat an individual has a right to options that are currently exercisable or exercisableacquire within 60 days of March 4, 20168, 2024 are deemed to be outstanding and beneficially owned by the person holding such options.rights. Such shares, however, are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 210,457,783180,333,144 common shares of Genpact Limited outstanding on March 4, 2016.

Name of Beneficial Owner(1)

 

Number of
Shares
Beneficially
Owned(2)

 

Percentage of
Outstanding
Shares

Known 5% Beneficial Owners

GLORY INVESTMENTS A LIMITED(3)

 

57,537,264

 

27.34%

WELLINGTON MANAGEMENT GROUP, LLP(4)

 

25,979,185

 

12.34%

BROWN ADVISORY INCORPORATED(5)

 

16,680,835

 

7.93%

NALANDA INDIA EQUITY FUND LIMITED(6)

 

10,817,735

 

5.14%

Directors and Executive Officers

N.V. TYAGARAJAN(7)

 

2,098,336

 

1.00%

EDWARD J. FITZPATRICK(8)

 

45,202

 

*

PATRICK COGNY(9)

 

85,170

 

*

ARVINDER SINGH(10)

 

223,086

 

*

MOHIT THUKRAL(11)

 

226,244

 

*

AMIT CHANDRA(12)

 

57,554,570

 

27.35%

LAURA CONIGLIARO(13)

 

23,255

 

*

DAVID HUMPHREY(14)

 

57,555,914

 

27.35%

JAMES MADDEN(15)

 

5,224

 

*

ALEX MANDL(16)

 

22,638

 

*

CECELIA MORKEN

 

 

*

MARK NUNNELLY(17)

 

18,650

 

*

ROBERT SCOTT(18)

 

82,979

 

*

HANSPETER SPEK(19)

 

12,509

 

*

MARK VERDI(20)

 

18,650

 

*

Current Directors and Executive Officers as a group (17 persons)(21)

 

3,256,459

 

1.55%

8, 2024.

17

(1)

2024 Proxy Statement 

TABLE OF CONTENTS

| Security Ownership of Certain Beneficial Owners and Management

Name of beneficial owner(1)
Number of
shares
beneficially
owned(2)
Percentage of
outstanding
shares
Known 5% Beneficial Owners
FMR, LLC(3)
21,311,193
11.82%
BlackRock, Inc(4)
18,394,498
10.20%
The Vanguard Group(5)
16,954,313
9.40%
Nalanda India Equity Fund Limited(6)
13,143,983
7.29%
Wellington Management Group, LLP(7)
9,926,185
5.5%
Directors, Director Nominees and Named Executive Officers
N.V. Tyagarajan(8)
2,743,751
1.52%
Michael Weiner(9)
50,987
*
Balkrishan Kalra(10)
871,902
*
Piyush Mehta(11)
492,665
*
Kathryn Stein(12)
151,650
*
Ajay Agrawal(13)
27,440
*
Stacey Cartwright(14)
22,278
*
Laura Conigliaro(15)
61,284
*
Tamara Franklin(16)
13,454
*
Carol Lindstrom(17)
20,113
*
James Madden(18)
44,947
*
CeCelia Morken(19)
46,228
*
Brian Stevens(20)
18,566
*
Mark Verdi(21)
53,473
*
All Directors, Director Nominees and Executive Officers as a group (18 persons)
5,040,954
2.80%
*
Number of shares represents less than 1% of outstanding common shares.
(1)
Unless noted otherwise, the business address of each beneficial owner is c/o Genpact Limited, Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.

(2)

(2)

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investment power with respect to the shares shown as beneficially owned.

10 | GENPACT 2016 PROXY STATEMENT


(3)

(3)

Based solely on a Schedule 13D filed with the SEC on November 5, 2012. The common shares included in this table consist of: (1) 16,022,978 shares held by Glory Investments A Limited (“Glory A”), whose Class A shareholder is Bain Capital Partners Asia II, L.P., whose general partner is Bain Capital Investors, LLC (“BCI”), (2) 39,508,656 shares held by Glory Investments B Limited (“Glory B”), whose Class A shareholder is Bain Capital Partners X, L.P., whose general partner is BCI, (3) 1,865,184 shares held by Glory Investments IV Limited (“Glory IV”), whose Class A shareholder is BCIP Associates IV, L.P., whose general partner is Boylston Coinvestors, LLC (“Boylston”), and (4) 140,446 shares held by Glory Investments IV-B Limited (“Glory IV-B”), whose Class A shareholder is BCIP Associates IV-B, L.P., whose general partner is Boylston. Glory A, Glory B, Glory IV and Glory IV-B (collectively, the “Glory Entities”) and Glory Investments TA IV Limited (“Glory TA IV”) are party to an amended and restated shareholders agreement and an investor agreement, each dated October 25, 2012, pursuant to which Glory TA IV was appointed as representative of the investors named therein for matters relating to the voting and disposition of the shares held by the Glory Entities. BCI is the Class A shareholder of Glory TA IV. The governance, investment strategy and decision-making process with respect to investments held by the Glory Entities is directed by BCI’s Global Private Equity Board (“GPEB”), which is comprised of the following individuals: Steven Barnes, Joshua Bekenstein, John Connaughton, David Gross-Loh, Stephen Pagliuca, Michel Plantevin, Dwight Poler and Jonathan Zhu. Because of the relationships described in this footnote, GPEB may be deemed to exercise voting and dispositive power with respect to the shares held by the Glory Entities. Each of the members of GPEB disclaims beneficial ownership of such shares to the extent attributed to such member solely by virtue of serving on GPEB. The business address of each of the Glory Entities is c/o Glory Investments TA IV Limited, Suite 110, 10th Floor, Ebene Heights Building, Ebene Cybercity, Ebene, Mauritius, and the business address of BCI is c/o Bain Capital Investors, LLC, 200 Clarendon Street, Boston, MA 02116.

(4)

Based solely on a Schedule 13G/A filed with the SEC on February 11, 2016.  The business address of Wellington Management Group, LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210.

(5)

Based solely on a Schedule 13G/A filed with the SEC on February 9, 2016. This amount includes 16,680,835 common shares beneficially owned by Brown Advisory Incorporated, 16,365,134 common shares beneficially owned by Brown Advisory, LLC and 315,701 common shares beneficially owned by Brown Investment Advisory and Trust Company.2024. The business address of Brown Advisory IncorporatedFMR, LLC is 901 South Bond245 Summer Street, Ste. 400, Baltimore, MD 21231.

Boston, MA 02210.

(4)

(6)

Based solely on a Schedule 13G/A filed with the SEC on February 7, 2024. The business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
(5)

Based solely on a Schedule 13G/A filed with the SEC on February 13, 2024. The business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(6)
Based solely on a Schedule 13G filed with the SEC on October 23, 2014.February 11, 2021. The business address of Nalanda India Equity Fund Limited is Lot 203A, 2nd Floor, Moka Business Center, Montagne Ory Road, Bon Air, Moka, Mauritius.

(7)

(7)

Based solely on a Schedule 13G/A filed with the SEC on February 8, 2024. The business address of Wellington Management Group, LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
(8)

This amount includes options to purchase 1,778,7642,133,106 shares owned by Mr. Tyagarajan that are exercisable within 60 days, 304,572602,345 shares held directly by Mr. Tyagarajan, and 15,0008,300 shares held in trust for the benefit of Mr. Tyagarajan’s family members.

(9)

(8)

This amount includes 45,20250,987 shares held directly by Mr. Fitzpatrick.Weiner.

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TABLE OF CONTENTS

| Security Ownership of Certain Beneficial Owners and Management

(10)

(9)

This amount includes options to purchase 85,170736,123 shares owned by Mr. Cogny that are exercisable within 60 days.

(10)

This amount includes options to purchase 197,805 shares owned by Mr. Singh that are exercisable within 60 days and 25,281135,779 shares held directly by Mr. Singh.

Kalra.

(11)

(11)

This amount includes options to purchase 202,343428,548 shares owned by Mr. Thukral that are exercisable within 60 days and 23,90164,117 shares held directly by Mr. Thukral.

Mehta.

(12)

(12)

This amount includes 12,082options to purchase 151,650 shares that are exercisable within 60 days held by Ms. Stein. Ms. Stein separated from the Company, effective as of January 12, 2024.

(13)
This amount includes 22,524 shares held directly by Mr. ChandraAgrawal and 5,2244,916 vested restricted share units, held by Mr. Chandra. Mr. Chandra is a Managing Director of Bain Capital Advisors (India) Private Limited and as a result, and by virtue of the relationships described in footnote (3) above, may be deemed to share beneficial ownership of the shares held by the Glory Entities. The business address of Mr. Chandra is c/o Bain Capital Advisors (India) Private Limited, 2nd Floor, Free Press House, Nariman Point, Mumbai 400 021, India.

underlying which will be issued on December 31, 2024.

(14)

(13)

This amound includes 17,362 shares held directly by Ms. Cartwright and 4,916 vested restricted share units, the shares underlying which will be issued on December 31. 2024.
(15)

This amount includes 18,03156,368 shares held directly by Ms. Conigliaro and 5,2244,916 vested restricted share units, held by Ms. Conigliaro.

the shares underlying which will be issued on December 31, 2024.

(16)

(14)

This amount includes 13,4268,538 shares held directly by Ms. Franklin and 4,916 vested restricted share units, the shares underlying which will be issued on December 31, 2024.

(17)
This amount includes 15,197 shares held directly by Ms. Lindstrom and 4,916 vested restricted share units, the shares underlying which will be issued on December 31, 2024.
(18)
This amount includes 37,082 shares held directly by Mr. HumphreyMadden and 5,2247,865 vested restricted share units, held by Mr. Humphrey.  Mr. Humphrey is a Managing Director of BCI and as a result, and by virtue of the relationships described in footnote (3) above, may be deemed to share beneficial ownership of the shares held by the Glory Entities. The business address of Mr. Humphrey is c/o Bain Capital Investors, LLC, 200 Clarendon Street, Boston, Massachusetts 02116.

underlying which will be issued on December 31, 2024.

(19)

(15)

This amount includes 5,22441,312 shares held directly by Ms. Morken and 4,916 vested restricted share units, held by Mr. Madden.

the shares underlying which will be issued on December 31, 2024.

(20)

(16)

This amount includes 17,41413,650 shares held directly by Mr. MandlStevens and 5,2244,916 vested restricted share units, held by Mr. Mandl.

the shares underlying which will be issued on December 31, 2024.

(21)

(17)

This amount includes 13,426 shares held directly by Mr. Nunnelly and 5,224 vested restricted share units held by Mr. Nunnelly.

(18)

This amount includes 71,225 shares held directly by Mr. Scott and 11,754 vested restricted share units.

(19)

This amount includes 7,285 shares held directly by Mr. Spek and 5,224 vested restricted share units held by Mr. Spek.

(20)

This amount includes 13,42648,557 shares held directly by Mr. Verdi and 5,2244,916 vested restricted share units, held by Mr. Verdi.the shares underlying which will be issued on December 31, 2024.

19
2024 Proxy Statement 

TABLE OF CONTENTS


Board
recommendation:
The board of directors believes that approval of the election of all nominees set forth herein is in the Company’s best interests and the best interests of our shareholders and therefore recommends a vote FOR all of these nominees.

(21)

This amount excludes shares held by the Glory Entities.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)Proposal one —

Election of the Exchange Act requires our directors executive officers and the holders of more than 10% of our common shares to file with the SEC initial reports of ownership of our common shares and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. Executive officers, directors and 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based on our review of copies of reports filed with the SEC and except as set forth in the above table, we do not believe that there are currently any beneficial owners of more than ten percent of our common shares.

GENPACT 2016 PROXY STATEMENT| 11


Based solely on our review of copies of reports filed by our directors and executive officers with the SEC or written representations from such persons pursuant to Item 405 of Regulation S-K, we believe that during the fiscal year ended December 31, 2015, all filings required to be made by our directors and executive officers pursuant to Section 16(a) with respect to Genpact Limited securities were made in accordance with Section 16(a), except for one late filing by Mr. Tyagarajan for a single gift transaction to a family trust involving a change in beneficial ownership from direct holdings to indirect holdings.  Such report was promptly filed on behalf of Mr. Tyagarajan upon learning of the unreported transaction.

12 | GENPACT 2016 PROXY STATEMENT


Director Nominees

nominees

Our board of directors currently consists of eleven members. The nominating and governance committee of the board of directors has recommended to the board of directors, and the board of directors has nominated, the eleventen persons whose biographies appear below for election as directors with terms expiring at the 20172025 annual meeting. Unless a contrary direction is indicated, it is intended that proxies received will be voted for the election as directors of the eleventen nominees, each to serve for a one-year term until their successors are elected or the incumbent resigns. Each of the nominees has consented to being named in this Proxy Statementproxy statement and to serve as a director if elected. In the event any nominee for director declines or is unable to serve, there will be a vacancy created on the board of directors, which the board of directors may fill on the recommendation of the nominating and governance committee.

Our current director and audit committee member, Stacey Cartwright, will not stand for re-election at the annual meeting, at which time the size of our board of directors will be reduced from eleven to ten members.

Set forth below is certain biographical information as of the date of this proxy statement about each nominee for election to our board of directors, including information each nominee has given us about his or her age, his or her principal occupation and business experience for at least the past five years, and the names of other publicly held companies of which he or she has served as a director in the past five years.director. The information presented reflects the specific experience, qualifications, attributes and skills that led the board to conclude that each of these individuals is well-suited to serve on our board. Information about the number of common shares beneficially owned by each current director appears above under the heading “Security Ownershipownership of Certain Beneficial Ownerscertain beneficial owners and Management.management.

20
2024 Proxy Statement 

TABLE OF CONTENTSDIRECTOR BIOGRAPHIES

| PROPOSAL ONE

N.V. Tyagarajan

Age 55

President, Chief Executive Officer and

Director profiles

Balkrishan “BK” Kalra

Director

Mr. Tyagarajan has served as our Since: 2024

Age: 54
Professional experience
 President and Chief Executive Officer, since June 2011. From February 2009Genpact (February 2024 to June 2011, he was our Chief Operating Officer. From February 2005 to February 2009, he was our Executivepresent)
• Senior Vice President and Head of Sales, Marketing &Global Business Development. Mr. Tyagarajan became one of our directors in June 2011. TheLeader, Consumer and Healthcare (2008 to February 2024) and Financial Services (2020 to February 2024), Genpact

Qualifications for board concluded that Mr. Tyagarajan is well suited to serve as a director because of his extensiveservice
• Extensive knowledge of our industry and our business and because he is theservice as our Chief Executive Officer.

GENPACT 2016 PROXY STATEMENT| 13



James Madden,
Chair

Director Since: 2005
Age: 62
Independent

Committees: Nominating and
Governance, Compensation

Robert Scott

Age 70

Chairman of the Board of Directors

Mr. Scott became one

Professional experience
• Co-founder and Co-CEO, Carrick Capital Partners, LLC (2012 to present)
• Founder, Managing Partner, Madden Capital Partners (2005-2012)
• Partner, Accretive LLC (2007-2011)
• Special Advisor, General Atlantic LLC (2005-2007)
• Chair and CEO, Exult, Inc. (1998-2005)

Past public company boards
• ServiceSource International, Inc.
• Accolade, Inc.

Qualifications for board service
• Extensive knowledge of our directors in April 2006industry and was appointed as the chairman of our board on March 7, 2011. From 2001 to 2003, he served as President and Chief Operating Officer at Morgan Stanley. He also serves as an advisory director at Morgan Stanley and until May 2015 he was a director of IntercontinentalExchange Group, Inc. Mr. Scott was previously a director of NYSE Euronext until its acquisition by IntercontinentalExchange, Inc. The board concluded that Mr. Scott is well suited to serve as a director and the chairman of our board because of his experience as the Chief Operating Officer of Morgan Stanley and his experience serving on another public company board.

Amit Chandra

Age 47

Director

Mr. Chandra became one of our directors in October 2012. He is a Managing Director of Bain Capital and founded its Indian office early in 2008. Prior to joining Bain Capital, he was a Board Member and Managing Director responsible for Global Markets and Investment Banking at DSP Merrill Lynch, a leading investment bank in India, from which he retired in 2007 after 13 years. Mr. Chandra also serves on the Boards of Directors of Tata Investment Corporation and L&T Finance Holdings Limited. Mr. Chandra previously served on the boards of directors of Piramal Enterprises, from which he retired in 2015, and Himadri Chemicals & Industries Limited until 2012. The board concluded that Mr. Chandra is well suited to serve as a director because of his experience on the boards ofother public companies in India.

companies.

21
2024 Proxy Statement 

TABLE OF CONTENTS

| PROPOSAL ONE


Ajay Agrawal

Director Since: 2019
Age: 54
Independent

Committees: Nominating and
Governance
Professional experience
• Professor of Strategic Management, Rotman School of Management, University of Toronto (2003 to present)
• Founder and Academic Director, Creative Destruction Lab, Rotman School of Management (2012 to present)
• Founder, Brainmaven Corp. (October 2018 to present)
• Assistant Professor, Queens University (prior to 2003)

Qualifications for board service
• Extensive knowledge of and expertise in new technologies, including artificial intelligence, relevant to our strategic business plan.

Laura Conigliaro

Age 70



Director

Ms. Conigliaro became one of our directors in May 2013. In 2011, she retired as a partner of Since: 2013

Age: 78
Independent

Committees: Audit, Nominating
and Governance (Chair)
Professional experience
• Partner, Co-director, America’s Equity Research Unit; Technology equity research business unit leader; Analyst, hardware systems sector, Goldman Sachs which she joined in 1996. At Goldman Sachs she served most recently as the co-director of the firm’s Americas Equity Research unit, prior to which she was the firm’s Technology Equity Research business unit leader while also serving as an analyst covering the hardware systems sector. From 1979 to 1996, Ms. Conigliaro was an analyst at(1996-2011)
• Analyst, Prudential Securities. Ms. Conigliaro also serves on the board of directors of Infoblox Inc. She previously served on the boards of directors of Arista Networks until 2013 and Dell Inc. until it was taken private in November 2013. The board concluded that Ms. Conigliaro is well suited to serve as a director because of her service on otherSecurities (1979-1996)

Past public company boards and her extensive
• Infoblox Inc.
• Arista Networks
• Dell Inc.

Qualifications for board service
• Extensive knowledge of the financial services and technology industries.

industries and experience serving on the boards of other public companies.

22
2024 Proxy Statement 

14 | GENPACT 2016 PROXY STATEMENT


TABLE OF CONTENTS

| PROPOSAL ONE

David Humphrey

Age 38


Tamara Franklin

Director

Mr. Humphrey became one of our directors in October 2012. Mr. Humphrey is a Managing Since: 2021

Age: 57
Independent

Committees: Audit,
Compensation
Professional experience
• Chief Digital, Data & Analytics Officer, Marsh LLC (2020 to 2023)
• Chief Digital Officer/Vice President, Media & Entertainment, North America, IBM (2017-2020)
• Executive Vice President, Digital, Scripps Networks Interactive (2009-2016)

Current public company boards
• Kenvue Inc.

Qualifications for board service
• Extensive experience at large companies driving digital transformation initiatives across technology, data and analytics and service on another public company board.

Carol Lindstrom

Director Since: 2016
Age: 70
Independent

Committees: Compensation
(Chair), Nominating
and Governance
Professional experience
• Vice Chairman, Deloitte LLP; President, Deloitte Foundation; Director, Deloitte & Touche LLP Board (1995-2016)
• Partner, Andersen Consulting

Current public company boards
• ASGN Incorporated
• Exponent, Inc.

Past public company boards
• Energous Corporation

Qualifications for board service
• Extensive experience in the Private Equity groupfields of Bain Capital, where he has been since 2001. Prior to joining Bain Capital, Mr. Humphrey was an investment banker in the mergerstechnology and acquisitions group at Lehman Brothers from 1999 to 2001. Mr. Humphrey also serves on the board of directors of Bright Horizons Family Solutions, Incconsulting and previously served on the board of directors of Bloomin’ Brands, Inc. until 2015. The board concluded that Mr. Humphrey is well suited to serve as a director because of his experienceservice on other public company boards.

23

2024 Proxy Statement 

TABLE OF CONTENTS

| PROPOSAL ONE

James Madden

Age 54


CeCelia Morken

Director

Mr. Madden became one of our directors in January 2005. He currently serves as co-Founder Since: 2016

Age: 66
Independent

Committees: Audit,
Compensation
Professional experience
• President, Headspace Health and Managing Director of Carrick Capital Partners. Prior to Carrick, he was the Founder and Managing Partner of Madden Capital Partners, LLC. From January 2007 to February 2011, he served as a Partner at Accretive LLC, a private equity firm. From 2005 to January 2007, he was a Special Advisor to General Atlantic LLC, a private equity firm. From 1998 to 2004, he was the Chairman andFormer Chief Executive Officer, of Exult,Headspace Inc. He is also a director on the(January 2021 to December 2021); President and COO, Headspace Inc. (April 2020 to December 2020)
• Executive Vice President and General Manager, Strategic Partner Group, Intuit Inc. (2013 to 2020); General Manager, Intuit Financial Services Division, Intuit Inc. (2002-2013)
• Senior Vice President, WebTone Technologies (1999-2002)
• Senior Vice President, retail lending, Fortis Investments (1998-1999)
• Senior Vice President; various positions, John H. Hartland Co. (1983-1998)

Current public company boards
• Alteryx, Inc.
• Wells Fargo & Company

Qualifications for board of ServiceSource International, Inc. The board concluded that Mr. Madden isservice
• Experience in finance and accounting, sales and marketing, new digital technologies and employee health, welfare and engagement as well suited to serve as a director because of his extensive knowledge of our industry.

Alex Mandl

Age 72

Director

Mr. Mandl became one of our directors in July 2013. He serves as the non-executive chairman of Gemalto N.V., a digital security services provider. He was previously Gemalto’s executive chairman and, prior to that, the president and CEO of Gemplus from 2002 to 2006. Mr. Mandl was the chairman and CEO of Teligent, Inc. from 1996 to 2001 and held numerous management positions at AT&T between 1991 and 1996, including president, chief operating officer and chief financial officer. Mr. Mandl also serves on the boards of directors of Gemalto N.V. and Accretive Health, Inc. and served on the boards of directors of Dell Inc. until it was taken private in November 2013 and Horizon Lines Inc. until 2012. The board concluded that Mr. Mandl is well suited to serve as a director because of his service on other public company boardsboards.


Brian Stevens

Director Since: 2020
Age: 60
Independent

Committees: Audit
Professional experience
• Executive Chairman, Neural Magic (2019 to present)
• Vice President and his extensiveChief Technology Officer, Google Cloud (2014-2019)
• Chief Technology Officer and Executive Vice President of Worldwide Engineering, Red Hat, Inc. (2001-2014)

Current public company boards
• Nutanix, Inc.

Qualifications for board service
• Experience as a chief technology officer and expertise in software engineering, cloud, open source, virtualization and machine learning, and service on another public company board.
24
2024 Proxy Statement 

TABLE OF CONTENTS

| PROPOSAL ONE

N.V. “Tiger”
Tyagarajan

Director Since: 2011
Age: 62
Professional experience
• Former President and Chief Executive Officer, Genpact (2011 to February 2024)
• Chief Operating Officer, Genpact (2009-2011)
• Executive Vice President, Sales, Marketing, and Business Development, Genpact (2005-2009)

Current public company boards
• Jabil Inc.

Qualifications for board service
• Extensive knowledge of the technology industry.

our industry and business, prior service as our Chief Executive Officer and service on another public company board.

GENPACT 2016 PROXY STATEMENT| 15



Mark Verdi

Director Since: 2012
Age: 57
Independent

Committees: Audit (Chair)

CeCelia Morken

Age 58

Professional experience
• Partner, AVALT Holdings (2015 to present)
• President, C&S Wholesale Grocers, Inc. (2014-2015)
• Managing Director,

Ms. Morken became one Bain Capital (2004-2014)

• Head of financial services business transformation outsourcing group, IBM Global Services (prior to 2004)

Past public company boards
• Burlington Stores, Inc.
• Trinseo S.A.

Qualifications for board service
• Extensive experience in our directors in March 2016. Since 2013, Ms. Morken has served as executive vice presidentindustry and general manager of the ProTax group at Intuit Inc. Prior to her current role, she led the Intuit Financial Services division.  Before joining Intuit in 2002, she was responsible for sales of all products and professional services at WebTone Technologies.  Prior to WebTone, she was a senior vice president of retail lending at Fortis Investments and held various positions at John H. Hartland Co. The board concluded that Ms. Morken is well suited to serve as a director because of her expertise in finance and accounting, and new digital technologies.

Mark Nunnelly

Age 57

Director

Mr. Nunnelly became one of our directors in October 2012. Since March 2015, Mr. Nunnelly has served as the Commissioner of the Department of Revenue of the State of Massachusetts and also serves as Special Advisor to the Governor of Massachusetts for Technology and Innovation Competitiveness. Mr. Nunnelly was a Managing Director at Bain Capital from 1989 to 2014. Prior to joining Bain Capital, Mr. Nunnelly was a partner of Bain & Company, with experience in the domestic, Asian and European strategy practices. Mr. Nunnelly also sits on the board of directors of Dunkin’ Brands Group, Inc., and he previously served as a directorserving on the boards of Bloomin’ Brands Inc. and Domino’s Pizza, Inc. until 2014. The board concluded that Mr. Nunnelly is well suited to serve as a director because of his experience on other public company boards.

companies.

Hanspeter Spek

Age 66

Director

Mr. Spek became one of our directors in March 2014. In 2013, he retired as president, global operations of Sanofi S.A., where he had served in leadership roles since 1985, including as executive vice president of global pharmaceutical operations. Prior to joining Sanofi Pharma in 1985, he held various positions at Pfizer International, Inc. in Germany. Mr. Spek also sits on the board of directors of Celyad S.A., formerly Cardio3 BioSciences SA, and previously served on the board of directors of Celesio AG until 2014. The board concluded that Mr. Spek is well suited to serve as a director because of his international experience and his extensive expertise in the pharmaceuticals industry.

16 | GENPACT 2016 PROXY STATEMENT


Mark Verdi

Age 49

Director

Mr. Verdi became one of our directors in October 2012. Since September 2015, Mr. Verdi has been a Partner at AVALT Holdings. From February 2014 to January 2015, he was the president of C&S Wholesale Grocers, Inc. and from 2004 to February 2014 he was a Managing Director at Bain Capital. Prior to Bain Capital, Mr. Verdi worked at IBM Global Services, where he led the Financial Services Business Transformation Outsourcing Group globally. Mr. Verdi previously served on the boards of directors of Burlington Stores, Inc. and Trinseo S.A. until 2014 and Bloomin’ Brands, Inc. until 2013. The board concluded that Mr. Verdi is well suited to serve as a director because of his extensive experience in our industry.

There are no family relationships among any of the directors and executive officers of Genpact. Messrs. Chandra, Humphrey, Nunnelly and Verdi serve on our board as designees of Glory Investments A Limited, an affiliate of Bain Capital Investors, LLC, or Bain Capital, pursuant to the shareholder agreement described in “Certain Relationships and Related Party Transactions—Shareholder Agreement.” Other than such arrangement, noNo arrangements or understandings exist between any director or any person nominated for election as a director and any other person pursuant to which such person is to be selected as a director or nominee for election as a director.

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Proposal 1 – election of directors

BOARD RECOMMENDATION: The board of directors believes that approval of the election of all nominees listed above is in the Company’s best interests and the best interests of our shareholders and therefore recommends a vote FOR these nominees.

GENPACT 2016 PROXY STATEMENT| 17


Director Compensation

OVERVIEW

Director compensation

The compensation committee, which is comprised solely of independent directors, reviews and approves the compensation arrangements for our directors. The componentscommittee reviews director compensation at least every other year.
Our 2023 director compensation structure was unchanged from 2022 and reflects changes approved by the compensation committee in late 2021 based on the results of our 2015an independent analysis on director compensation prepared by FW Cook, an independent, external compensation consulting firm. As part of this analysis, FW Cook reviewed non-employee director compensation are set forthtrends and data from companies comprising the same executive compensation peer group used by the compensation committee in connection with its review of CEO compensation. Our compensation committee believes that our director compensation structure, which emphasizes equity over cash, aligns our directors with our shareholders’ interests by rewarding directors for long-term shareholder value creation, and it also mirrors the emphasis in our executive compensation program on weighting equity more heavily than cash in setting total compensation targets.
Elements of 2023 director compensation
Under our 2023 director compensation program, our non-employee directors received an annual retainer with a total value of $270,000, divided between cash and equity — in the form of an RSU grant — as depicted below.


Annual Retainer

(1)

$62,500

Chairman Retainer

$100,000 (in addition to the annual retainer)

Annual RSU Grant(1)

$120,000 in value of RSUs

Annual Chairman RSU Grant(2)

$150,000 in value of RSUs (in addition to the annual RSU grant)

Committee Chair Retainer

$42,500 for the Audit Committee Chair

$22,500 for the Compensation Committee Chair

$22,500 for the Nominating and Governance Committee Chair

Committee Membership Retainer

$22,500 for the Audit Committee

$17,500 for the Compensation Committee

$17,500 for the Nominating and Governance Committee

Sign-on RSU Grant (one-time)(3)

$180,000 in value of RSUs

(1)

OnUnder our director compensation program, on the date of eachthe 2023 annual general meeting of shareholders, our non-employee directors receivereceived a grant of RSUs with a value of $200,000 based on the closing price of the Company’s common shares on the date of grant. Such RSUs vested on December 31, 2023 and the underlying shares will be issued at the end of 2024.

In addition to an annual cash retainer and RSU grant, our non-employee directors receive the additional compensation described below, as applicable. All cash retainers are paid in quarterly installments based on each director’s service on the board or a committee during such quarter.
Board Chair Retainer (annual)
$65,000
Board Chair RSU Grant (annual)(1)
$120,000 in value of RSUs
Committee Chair Retainer (annual)
$47,500 for the Audit Committee Chair
$32,500 for the Compensation Committee Chair
$32,500 for the Nominating and Governance Committee Chair
Committee Membership Retainer (annual)
$22,500 for the Audit Committee
$17,500 for the Compensation Committee
$17,500 for the Nominating and Governance Committee
(1)
For his service as Chair of the board of directors, in addition to the annual grant of RSUs to all non-employee directors, Mr. Madden received, on the date of the 2023 annual general meeting of shareholders, a grant of RSUs with a value of $120,000 based on the closing price of the Company’s common shares on the date of grant. Such RSUs vest on the last day of the calendar year of grant and the underlying vested shares are issued at the end of the subsequent year.
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Governance features
Our non-employee director compensation program is subject to the following governance features:

(2)

Limit on Director Compensation. The total annual limit on aggregate maximum compensation per non-employee director is $750,000.

For his service

Trading Windows. Our directors can only transact in our securities during approved trading windows after satisfying mandatory trade pre-clearance requirements.
Hedging/Pledging Prohibition. Our insider trading policy prohibits our directors from hedging or pledging our securities.
Share Ownership Requirement. Under our share ownership guidelines in effect as chairmanof December 31, 2023, our non-employee directors were required to own a number of our common shares with a minimum value of three times their annual cash retainers. Each non-employee director has a five-year phase in period to meet the ownership requirements, measured from the later of the board,adoption of the Company’s share ownership guidelines in addition to the annual grant of RSUs to all non-employee directors, Mr. Scott receives, on2019 or the date of such director’s appointment to the board. After the initial phase-in period, each annual general meeting of shareholders, a grant of RSUs with a value of $150,000 based on the closing pricenon-employee director is required to retain 100% of the Company’s common shares on the date of grant. Such RSUs vest on the last day of the calendar year of grant and are issued at the end of the subsequent year.

(3)

Upon appointment or election to the board, new directors receive a grant of RSUs with a value of $180,000 based on the closing price of the Company’s common shares on the date of grant.  Such RSUs vest 50% two years from the date of grant and 50% four years from the date of grant, subject in each case to the director’s service throughupon the vesting dates.

of restricted share unit awards (net of any shares withheld or sold to cover withholding and other applicable taxes) until the multiple of annual cash retainer is reached. As of December 31, 2023, all of our non-employee directors were in compliance with the ownership requirement applicable to them.

Other Compensation. Our non-employee directors do not receive any non-equity incentive plan compensation, participate in any pension plans or receive non-qualified deferred compensation. We provide our directors with directors and officers liability insurance as part of our corporate insurance policies. We also reimburse our directors for reasonable travel and related expenses incurred in connection with their participation in board and committee meetings and other Company activities such as site visits or Company-sponsored events in which they participate as directors.

The following table sets forth the compensation of our non-employee directors for the fiscal year ended December 31, 2015.

2023.

Director

Fees Earned or
Paid in Cash

Stock Awards
($)(1)

All Other
Compensation

 

Total

A. CHANDRA

$80,000

$109,077

—  

 

$189,077

L. CONIGLIARO

$85,000

$109,077

—  

 

$194,077

D. HUMPHREY

$62,500

$109,077

—  

 

$171,577

J. MADDEN

$101,250

$109,077

—  

 

$210,327

A. MANDL

$105,000

$109,077

—  

 

$214,077

R. SCOTT

$202,500

$245,424

$72,000(2)

 

$519,924

H. SPEK

$75,625

$109,077

—  

 

$184,702

M. NUNNELLY(3)

$21,250

$109,077

—  

 

$130,327

M. VERDI

$85,000

$109,077

—  

 

$194,077

Director
Fees earned or
paid in cash
Stock
awards(1)
All other
compensation
Total
A. AGRAWAL
$ 87,500
$199,983
$287,483
S. CARTWRIGHT
$ 92,500
$199,983
$292,483
L. CONIGLIARO
$125,000
$199,983
$324,983
T. FRANKLIN
$110,000
$199,983
$309,983
C. LINDSTROM
$120,000
$199,983
$319,983
J. MADDEN
$170,000
$319,948
$489,948
C. MORKEN
$110,000
$199,983
$309,983
B. STEVENS
$ 92,500
$199,983
$292,483
M. VERDI
$117,500
$199,983
$317,483

(1)

(1)

The amounts shown under this column reflect the dollar amount of the aggregate grant date fair value of equity-based compensation awards granted during the year, calculated in accordance with Financial Accounting Standards Board Codification Topic 718, Compensation—StockCompensation-Stock Compensation, pursuant to our 20072017 Omnibus Incentive Compensation Plan. Assumptions used in the calculation of these amounts are included in Note 18, “Stock-based compensation”compensation,” to our audited consolidated financial statements for the fiscal year ended December 31, 20152023 included in our Annual Report on Form 10-K. In accordance with the rules promulgated by the SEC, the amounts shown exclude the effect of estimated forfeitures.

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(2)

Mr. Scott receives $72,000 annually for secretarial and office support services.

(3)

Mr. Nunnelly waived his cash fees for fiscal 2015 beginning in the second quarter.

18 | GENPACT 2016 PROXY STATEMENT


The following table sets forth, with respect to each non-employee director, (i) the grant date of eachthe RSU award granted during the 20152023 fiscal year, (ii) the aggregate number of the Company’s common shares subject to each such award, and (iii) the grant-date fair value of each such award, calculated in accordance with ASC Topic 718.

Director

Grant Date of
RSUs(1)

Number of Common
Shares Subject to
RSUs Granted (#)

Grant Date

Fair Value

A. CHANDRA

May 13, 2015

5,224

$109,077

L. CONIGLIARO

May 13, 2015

5,224

$109,077

D. HUMPHREY

May 13, 2015

5,224

$109,077

J. MADDEN

May 13, 2015

5,224

$109,077

A. MANDL

May 13, 2015

5,224

$109,077

R. SCOTT

May 13, 2015

11,754

$245,424

H. SPEK

May 13, 2015

5,224

$109,077

M. NUNNELLY

May 13, 2015

5,224

$109,077

M. VERDI

May 13, 2015

5,224

$109,077

Director
Grant date
of RSUs
Number of common shares
subject to RSUs granted(1)
Grant date
fair value
A. AGRAWAL
May 4, 2023
4,916
$199,983
S. CARTWRIGHT
May 4, 2023
4,916
$199,983
L. CONIGLIARO
May 4, 2023
4,916
$199,983
T. FRANKLIN
May 4, 2023
4,916
$199,983
C. LINDSTROM
May 4, 2023
4,916
$199,983
J. MADDEN
May 4, 2023
7,865
$319,948
C. MORKEN
May 4, 2023
4,916
$199,983
B. STEVENS
May 4, 2023
4,916
$199,983
M. VERDI
May 4, 2023
4,916
$199,983

(1)

(1)

The RSUs shown in this table vested in full on December 31, 2015,2023, and shares in respect ofunderlying such RSUs are issuable on December 31, 2016.

2024.

The table below sets forth the aggregate number of

There were no common shares subject to unvested share awards and outstanding option awardsRSUs or options held by each of our non-employee directors as of December 31, 2015.

2023.

Director

28

Number of Common Shares
Subject to all Unvested Stock
Awards/Units

Number of Common Shares
Subject to all Outstanding Stock
Options

A. CHANDRA

L. CONIGLIARO

4,606

D. HUMPHREY

J. MADDEN

A. MANDL

4,342

R. SCOTT

H. SPEK

10,928

M. NUNNELLY

M. VERDI

2024 Proxy Statement 

GENPACT 2016 PROXY STATEMENT| 19


TABLE OF CONTENTS

Executive officer compensation
Compensation discussion and analysis
Executive Officer Compensation

COMPENSATION DISCUSSION AND ANALYSIS

The compensation committee of the board of directors oversees our executive officer compensation program. In this role, the compensation committee reviews and approves all compensation decisions relating to our named executive officers. This Compensation Discussiondiscussion and Analysisanalysis section discusses the compensation policies and programs for our Chief Executive Officer (referred to as our CEO), our Chief Financial Officer (referred to as our CFO) and our three next most highly paid executive officers as determined under the rules of the SEC. Such individuals are referred to as our named executive officers.

Our named executive officers (also referred to as our “NEOs”) for fiscal 20152023 are:

N.V. TYAGARAJAN

“Tiger” Tyagarajan(1)

President, Chief Executive Officer and Director

EDWARD J. FITZPATRICK

Chief Financial Officer

PATRICK COGNY

Michael Weiner

Senior Vice President, Infrastructure, Manufacturing and Services

Chief Financial Officer

ARVINDER SINGH

Senior Vice President, Capital Markets and IT Services

MOHIT THUKRAL

Balkrishan “BK” Kalra(2)

Senior Vice President, Banking, FinancialCapital Markets, Consumer Goods, Retail, Life Sciences and Healthcare
Piyush Mehta
Senior Vice President, Chief Human Resources Officer
Kathryn Stein(3)
Senior Vice President, Chief Strategy Officer and Global Business Leader, Enterprise Services and Insurance

Analytics

2015
(1)
Mr. Tyagarajan served as our President and CEO during all of 2023, but was replaced by Mr. Kalra effective February 9, 2024. In this Compensation discussion and analysis section, references to compensation for our CEO, unless otherwise indicated, refer to Mr. Tyagarajan and not our current CEO, Mr. Kalra.
(2)
Mr. Kalra was appointed as our President and CEO, and a member of our board, effective February 9, 2024.
(3)
Ms. Stein separated from the Company on January 12, 2024.

2023 Key Highlights

financial highlights

In 20152023, we continued to execute ondrive lasting competitive advantage for our strategy that is focused on key verticals, service linesclients, running digitally enabled operations and geographiesapplying our Data-Tech-AI services to drive long-term growth.  We believe that our targeted investments in client-facing teamsdesign, build, and digital and analytics capabilities are resonating in the marketplace. Our Lean DigitalSM approach brings together design thinking methods, digital process-centric technologies, and Lean principles along with domain expertise, which differentiates our value proposition and helps us win complex, transformational engagements.

Our 2015transform their businesses.

Select 2023 financial results include:are set out below.

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·

Revenues of $2.46 billion, up 8% from $2.28 billion in 2014.

·

Revenues from our Global Clients (clients other than the General Electric Company, or GE) of $2.0 billion, up 10% from 2014.

(1)

Revenue growth on a constant currency basis is a non-GAAP measure and is calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates adjusted for hedging gains/losses in such period.

·

New bookings of $2.59 billion, up 20% from $2.16 billion in 2014.

(2)

·

Net income attributable to Genpact Limited shareholders of $240 million.

·

Adjusted income from operations of $377.2 million, up 10% from 2014.

·

Adjusted income from operations margin of 15.3%.

·

Cash from operations of $327 million, up 20% from $272 million in 2014.

Our strong 2015 results were accompanied by healthy shareholder returns. Our
New bookings is an operating or other statistical measure and represents the total shareholder returncontract value of new client contracts and certain renewals, extensions and changes to existing client contracts. Regular renewals of contracts with no change in scope are not counted as new bookings. For a more detailed description of new bookings, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—New Bookings” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (measured as the percentage change in our share price during the year) was 32%. We believe that the continued focus of our management team in advancing our long-term growth strategy and our pay-for-performance philosophy contributed to our operational and financial achievements during 2015 and that the targeted investments for growth that we began in 2014 and continue to make will increase total shareholder return in future years.

20 | GENPACT 2016 PROXY STATEMENT


Pay for Performance Philosophy

The core objective of our executive officer compensation program is to align pay and performance. The compensation of our named executive officers for 2015 reflects both our 2015 performance and our commitment to providing executive compensation opportunities that are linked to Company performance and shareholder value creation. We believe that as an employee’s level of responsibility increases, so should the proportion of total compensation opportunity that is structured in variable, performance-based awards. Accordingly, a significant portion of the total compensation opportunity provided to our named executive officers is tied directly to performance achievement. Approximately 65% of the total compensation paid to our CEO in 2015 was performance-based. Our pay-for-performance program helps ensure that the financial interests of our executive officers are aligned with those of our shareholders.

Our long-term incentive program has included performance share awards since 2010. These awards vest, if at all, based on attainment of specified financial performance metrics for a one-year performance period and continued service through a three-year vesting period. The financial metrics for the performance shares granted to our executive officers in 2015 were revenues, new bookings,2023.

(3)
Income from operations and diluted earnings per share for the full year 2022 included a $39 million restructuring charge related to lease impairment charges and employee severance charges, as well as a $33 million impairment charge and a $25 million loss on the sale of a business previously classified as held for sale. These items were excluded from adjusted income from operations and adjusted diluted earnings per share for the full year 2022.
(4)

Adjusted diluted earnings per share is a non-GAAP measure used by our management for reporting, budgeting and decision-making purposes. See Exhibit 1 to this Proxy Statement for a reconciliation of GAAP diluted earnings per share to adjusted diluted earnings per share. During the quarter ended December 31, 2023, we completed an intercompany transfer of certain intellectual property rights from non-US to US wholly-owned subsidiaries, which resulted in a non-recurring tax benefit of $170 million. Net income and diluted earnings per share for the quarter and full year ended December 31, 2023 included this benefit. This benefit is excluded from adjusted diluted earnings per share for the quarter and year ended December 31, 2023.
(5)

Adjusted income from operations margin is a non-GAAP financial measure used by our management for reporting, budgeting and decision-making purposes. See Exhibit 1 to this Proxy Statement for a reconciliation of GAAP income from operations margin and GAAP net income margin to adjusted income from operations margin. Adjusted income from operations margin for fiscal 2015,2023 was derived by adjusting total revenue to exclude $0.5 million of revenue associated with a business previously classified as held for sale.
Throughout 2023, we – like most companies in our industry – faced a number of challenges to our growth plans, with increased macroeconomic uncertainty and geopolitical tensions affecting the targets were setmarkets in the first quarter of 2015 based on expectedwhich we and our clients operate. Despite these challenges, our 2023 financial results reflect strong performance for fiscal 2015. We added newin several areas, including in our significant bookings as a metric for the performance shares beginning with the 2014 awards because we believe it is an underlying driver of long term revenue growth and together with revenues, adjusted operating income from operations and adjusted income from operations margin, supports long-term profitable growth.

Since 2014,performance, but slower growth in our executive officers and other members oftop-line results, which negatively impacted our senior management have participatedperformance against the challenging goals we set for ourselves in a performance-based annual cash bonus program, which is described below under the heading “Annual Cash Bonus.”  Under our annual cash bonus program:

·

all of our executive officers have target bonuses equal to a designated percentage of base salary. The 2015 target bonus for our CEO was 190% of his base salary and the target bonus for our other named executive officers ranged between 50% and 100% of base salary, which we believe is in line with market practice. The compensation committee determined that our CEO’s 2015 target bonus as a percentage of his base salary should be higher than the range applicable to our other executive officers due to the scope of his role, greater accountability for delivery of results, and the committee’s view that a materially higher percentage of at-risk cash pay was appropriate and in line with market practice;

2023 compensation plans.

·

a bonus pool was established for the year equal to the aggregate target bonuses for eligible executives, other than the CEO. The bonus pool was to be funded only if we achieved adjusted income from operations above a threshold level; and

Compensation objectives

·

the individual bonus payments to our executive officers and other eligible employees are based on performance as measured against a scorecard established for each such executive or eligible employee at the beginning of the year. The scorecards include measurable Company or business unit financial performance metrics and individual non-financial performance objectives specific to an executive’s role with established threshold performance levels that the Company or business unit and the executive must attain to receive payment. The financial metrics account for at least 60% of the outcome for each named executive officer.

GENPACT 2016 PROXY STATEMENT| 21


Executive Compensation Practices

We strive to maintain sound governance standards and compensation practices by continually monitoring the evolution of best practices. As in prior years, we incorporated many best practices into our 2015 compensation programs, including the following:

What we do

ü   Align our executive pay with performance

üInclude a “clawback” provision in our performance share awards

ü   Make payouts under our bonus plan only if threshold Company performance is met

ü   Set challenging performance objectives for our performance share awards and annual bonus

ü   Maintain meaningful equity ownership policy for the CEO (six times base salary)

ü   Regularly review the relationship between CEO compensation and Company performance

ü   Include caps on individual payouts in short- and long-term incentive plans

ü  Maintain an independent compensation committee

ü   Hold an annual “say-on-pay” advisory vote

ü   Prohibit hedging and pledging of Company common shares

ü   Regularly evaluate our share utilization by reviewing the dilutive impact of equity awards and shares awarded as a percentage of our outstanding shares

ü   Mitigate the potentially dilutive effect of equity awards through our share repurchase program

What we don’t do

Î   Offer contracts with multi-year guaranteed salary or bonus increases

Î   Provide guaranteed retirement benefits or non-qualified deferred compensation plans

Î   Provide tax gross-ups (except with respect to the reimbursement of relocation expenses)

Î   Provide excessive perquisites

Î   Time the release of material non-public information to affect the value of executive compensation

Î   Allow short sales or purchases of equity derivatives of our common shares by officers or directors

Compensation Objectives

The primary objectives of our compensation program for our executives, including our named executive officers, are to attract, motivate and retain highly talented individuals who are committed to our core values of leadership, performance, passion, innovation, teamwork, integrity and respect.individuals. Our compensation program is designed to incentivize and reward the achievement of our annual, long-term and strategic goals, such as growing revenues and improving operating margins, deepening client relationships and managing employee attrition levels.profitability. It is also designed to align the interests of our executives, including our named executive officers, with those of our shareholders by rewarding performance that exceeds our target goals, with the ultimate objective of increasing shareholder value.

22 | GENPACT 2016 PROXY STATEMENT


Currently, our

Our compensation committee is responsible for reviewingoverseeing the overall goals and objectives of our executive compensation programs, as well as our compensation plans and making any changes to such goals, objectives and plans. Ourprograms. The compensation committee bases our executive compensation programs on the same objectives that guide us in establishingadministering the compensation programs for all of our compensation programs:

employees globally:

·

Compensation is based on the individual’s level of job responsibility.

·

Compensation reflects the value of the job in the marketplace. A large part of our operations are based in developing economies where there is significant competition for locally-based top executive talent.

·

Compensation programs are designed to incentivize and reward performance, both on an individual and Company.

Company basis.

Our compensation committee considers risk when developing our compensation program and believes that the design of our current compensation program does not encourage excessive or inappropriate risk taking. Our base salaries provide competitive fixed compensation. Under theFor example, we believe that our annual cash bonus program, the target bonus for the named executive officers ranges from 50% to 190% of base salary, with a maximum bonus potential set at 300% of the target bonus payable based on attainment of multiple financial and non-financial short-term performance goals. We believe this structure,plan, which is based on a number of different performance measures together with a meaningful cap on the potential payout, mitigates any tendency for an executive to focusdeters executives from focusing exclusively on the specific financial metrics that might encourage excessive short-term risk taking.

Our For 2023, our named executive officers arewere also granted performance share unit (“PSU”) awards tied to the attainment of a number ofmultiple performance goals over the fiscal yeara three-year period (with a maximum payout of 240% of target) and continued servicerestricted share unit (“RSU”) awards that vest ratably in equal one-third installments over a three-year period. The performance goals under each award are based on the target approved by the Board and have been determined by the compensation committee to be challenging but attainable without taking excessive risk.  We believe that the three-year service vesting requirement under these awards encouragesdo not encourage unnecessary or excessive risk taking since the recipientsultimate value of the awards is tied to focus on sustaining the Company’s share price. Additionally, these awards are subject to long-term vesting schedules, which help ensure that executives have significant value tied to long-term share price performance. See the sections titled “2023 Restricted share unit awards” and “2023 Performance share unit awards” for additional information.

In addition, we have implemented several policies that mitigate excessive risk-taking, including a clawback of compensation in the event of certain accounting restatements, share ownership guidelines and a prohibition on hedging or pledging our shares.
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What we do



What we
don’t do

Executive compensation practices
We strive to maintain sound governance standards and compensation practices by continually monitoring the evolution of “best practices.” As in prior years, we incorporated many best practices into our 2023 compensation programs, including the following:
Align our executive pay with performance
Maintain a compensation clawback policy covering equity and cash incentive compensation of Section 16 officers in the event of an accounting restatement
Make payouts under our annual cash bonus plan only if threshold Company performance is met
Set challenging performance objectives for our PSU awards and annual cash bonus
Maintain a meaningful equity ownership policy for the CEO (6x base salary) and other NEOs (1x base salary)
Regularly review the relationship between NEO compensation and Company performance
Include caps on individual payouts in short- and long-term incentive plans
Maintain an independent compensation committee
Hold an annual “say-on-pay” advisory vote
Prohibit hedging and pledging of Company common shares
Retain an independent compensation consultant
Place a substantial majority of executive pay at risk
Regularly evaluate our share utilization and the dilutive impact of equity awards
Mitigate the potentially dilutive effect of equity awards through our share repurchase program
Include restrictive covenants in equity award agreements, with a “clawback” of equity in certain circumstances
Maintain a three-year cliff service vesting schedule for annual PSU awards
Offer contracts with multi-year guaranteed salary or bonus increases
Provide guaranteed retirement benefits or contribute to non-qualified deferred compensation plans
Provide tax gross-ups (except with respect to the reimbursement of relocation expenses)
Provide excessive perquisites
Grant equity awards with “single-trigger” change of control provisions
Pay dividends or dividend equivalents on unvested equity awards
Reprice or exchange underwater options without shareholder approval
Maintain special retirement plans exclusively for executive officers
Time the release of material non-public information to affect the value of executive compensation
Allow short sales or purchases of equity derivatives of our common shares by officers or directors
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| EXECUTIVE OFFICER COMPENSATION
Pay for performance philosophy
The core objective of our executive officer compensation program is to align pay and performance. We believe that as an employee’s level of responsibility increases, so should the proportion of total compensation opportunity that is structured in the form of long-term incentive opportunities. The compensation of our named executive officers for 2023 reflects both our 2023 performance and our commitment to providing executive compensation opportunities that are linked to Company performance, including progress on long-term strategic goals and shareholder value creation.
The material components of our compensation are (i) a fixed base salary and (ii) variable compensation comprised of (A) short-term incentive compensation under our performance-based annual cash bonus program and (B) long-term incentive compensation in the form of equity awards, which have historically been granted as annual PSU awards along with periodic option awards. For our 2023 compensation program, after considering shareholder feedback and advice received from FW Cook, an independent compensation consulting firm, our compensation committee decided to discontinue periodic option awards and instead introduce annual RSU grants into our annual long-term incentive compensation program. The compensation committee also redesigned our annual PSU grants to switch from a one-year to a three-year performance period, add a relative total shareholder return (“TSR”) modifier that adjusts the outcome at the end of the performance period based on our performance against the companies in the S&P 400 (Midcap) Index, and make the awards subject to an absolute TSR governor to limit any positive impact of the TSR modifier if our overall TSR is negative over the performance period. The compensation committee believes that these changes strongly align our NEOs’ interests with those of our shareholders and create an appropriate balance between performance- and time-based awards, discourage excessive risk taking and support retention.
The charts below reflect the target mix of compensation components for our NEOs during fiscal year 2023, which reflects our pay-for-performance philosophy. In 2023, approximately 78% of our CEO’s total target compensation of $10,200,000 was in the form of long-term incentive compensation and approximately 63% (on average) of the total target compensation of our other named executive officers was in the form of long-term incentive compensation. In the charts below, performance-based compensation includes short-term incentives in the form of our annual cash bonus plan and long-term incentives in the form of PSU awards.

Shareholder engagement
We welcome and value the views and insights of our shareholders. We have ongoing communications with our shareholders in the normal course of business and evaluate all shareholder feedback. Leading up to and following our 2023 annual meeting, at which 93% of the shares voted on our say-on-pay proposal were voted in favor of our 2022 executive compensation practices, we conducted extensive shareholder outreach to better understand our shareholders’ perspectives on our compensation practices and to solicit their feedback. In the second quarter of 2023, we contacted shareholders owning more than 70% of our outstanding shares, including our top 20 shareholders, and we had discussions with shareholders representing approximately 30% of our total shares then outstanding. The remaining shareholders from whom we solicited feedback in 2023 either declined to meet or did not respond to our inquiries.
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The meetings with these shareholders were typically attended by our Chief Legal Officer, our Head of Investor Relations and our Head of ESG. This effort supplemented our ongoing communications and meetings with our investors throughout the year and focused on the Company’s compensation practices and philosophy, the alignment of our compensation program with our strategic direction and our ESG practices and philosophy.
2023 Shareholder feedback and responsiveness
Based on shareholder feedback, our compensation committee evaluated several potential changes to our compensation practices and implemented a number of changes in our 2023 compensation program. The table below highlights certain compensation practices that were evaluated and the compensation committee’s responses to the shareholder feedback, including actions that were taken as a result, where applicable.
Compensation practices
Our response/actions we took
Use of time-based options in long-term incentive compensation
Historically, our compensation committee has periodically granted options to our NEOs. Several of our shareholders suggested that we consider eliminating time-based option grants, particularly multi-year option grants, from our long-term incentive compensation. The compensation committee considered the feedback received from shareholders and determined that, as reflected in our 2023 NEO compensation, we will grant RSUs annually in lieu of periodic option grants.
Inclusion of a TSR or relative TSR metric in performance compensation program
Several of our shareholders suggested that we consider including a TSR or relative TSR metric in our performance-based compensation. Following discussions with shareholders and with input from FW Cook, an independent compensation consulting firm, our compensation committee evaluated several design alternatives for our PSU awards that incorporated a TSR or relative TSR performance metric and decided to include a relative TSR modifier in the 2023 PSU awards. See “Equity-based compensation—2023 Performance share unit awards” below for additional information.
One-year performance period for PSU awards
Several of our shareholders suggested that we consider increasing the length of the performance period for our PSU awards. After consideration, our compensation committee determined that, as reflected in our 2023 NEO compensation, our annual PSU awards will now use a three-year performance period. See “Equity-based compensation—2023 Performance share unit awards” below for additional information.
Our Process

process

Our compensation committee is responsible for reviewing the performance and potential of each of our executives,executive officers, including our named executive officers, approving the compensation level of each of our executives,executive officers, establishing criteria for granting equity awards to our executivesexecutive officers and other employees, and approving such grants.

The compensation committee typically reviews each component of compensation at least every 1512 months with the goal of allocating compensation between cash and non-cash compensation and between long-termshort- and currently paid outlong-term compensation, and combining the compensation elements for each executive in a manner we believe best fulfills the objectives of our compensation program.

The compensation committee has not adopted a policy for the allocation of compensation between cash and non-cash components or between short-term and long-term components, nor has the compensation committee adopted a pre-established ratio between the CEO’s compensation and that of the other named executive officers. Rather, the compensation committee, which includes experienced directors who servehave served as members of the boards and compensation committees of other public companies, works closely with our CEO, discussing with him the Company’s overall performance, the CEO’s own performance and his evaluation of and compensation recommendations for the other named executive officers.

See the section titled “2023 target pay mix and pay positioning” below for further details.

The compensation committee then utilizes its judgment and experience in making all compensation determinations. The compensation committee’s determination of compensation levels is based upon what the members of the committee deem appropriate, considering information such as the factors listed above, as well as input from our CEO, shareholder feedback, publicly available information on compensation practices in our industry, and depending on the year, information and advice provided by an independent compensation consultant.

GENPACT 2016 PROXY STATEMENT| 23

consultants.
Base salaries and target annual bonuses for 2023 were reviewed at the end of 2022 and adjustments were approved by the compensation committee for our named executive officers in early 2023. Base salary and target bonus increases for 2023 were made effective January 1, 2023.
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The performance goals for our 2023 annual bonus plan and the 2023 performance share unit awards were approved by the compensation committee in early 2023 based on expected financial performance for the full year 2023 and multi-year goals and reflected the Company’s strategic and operational short- and long-term priorities, including in the case of the PSU awards the Company’s multi-year goals for revenue and adjusted diluted earnings per share growth. The compensation committee determined at that time that the targets under our 2023 incentive compensation plans were challenging to achieve but attainable without taking excessive risk, and the targets were consistent with the financial outlook we disclosed at the beginning of 2023.
Role of CEO in Compensation Decisions

compensation decisions

In late 2022, the CEO provided the compensation committee recommendations on adjustments to the base salaries and target bonuses of the other named executive officers for 2023 as well as grants of long-term incentive awards. After the end of the 20152023 fiscal year, the compensation committee and the CEO discussed our business performance, his performance and his evaluation of the level of achievement of the individual objectives set forth in the 2023 bonus scorecards of the other named executive officers and certain other members of senior management. The CEO also provides recommendations on periodic adjustments to the base salaries of the other named executive officers. The compensation committee took into consideration the CEO’s recommendations but makesmade the final decisions on compensation as it deemsdeemed appropriate. The compensation committee, without the CEO present, determined the CEO’s 20152023 compensation.

Role of Consultantsconsultants and Advisorsadvisors in Compensation Decisions

compensation decisions

The compensation committee has the authority to retain and terminate an independent third-party compensation consultant and to obtain independent advice and assistance from internal and external legal, accounting and other advisors. The compensation committee has periodically engaged an independent compensation consultant that reports directly tomeets with the compensation committee and advises the compensation committee with respect toon compensation trends and best practices, plan design, and the reasonablenesscompetitiveness of individual compensation awards.

During 2015, the compensation committee reviewed and considered market data on compensation practices in our industry. CEO compensation.

With respect to the CEO, the compensation committee evaluated each elementreviews a market study of our CEO’sCEO compensation at least once every two years. In late 2022, the compensation committee reviewed materials prepared by FW Cook, an independent compensation consulting firm, setting forth FW Cook’s evaluation and recommendations regarding CEO compensation for 2023 using 2022 proxy data (the “CEO Compensation Report”). FW Cook’s analysis in the CEO Compensation Report was based on two peer groups: (1) the peer group used by Institutional Shareholder Services (“ISS”) in its 2022 proxy analysis and benchmark policy voting recommendation report for the Company and (2) a report prepared by F.W. Cookcustomized peer group combining both Company competitors and certain of the ISS peer group companies. As of December 31, 2022, our revenues ranked at the 60th percentile and our market capitalization near the median compared to the companies in the first peer group, and our revenues ranked near the median and our market capitalization near the 45th percentile compared to the companies in the second peer group.
Peer group companies for the CEO
Akamai Technologies, Inc.
FleetCor Technologies, Inc.
Tata Consultancy Services Limited
Bread Financial Holdings, Inc.
GoDaddy Inc.
TTEC Holdings, Inc.
Broadridge Financial Solutions, Inc.
Gartner, Inc.
Unisys Corporation
Citrix Systems, Inc.
Huron Consulting Group
The Western Union Company
Cognizant Technology Solutions Corporation
Infosys Limited
WEX Inc.
Conduent Inc.
Jack Henry & Associates, Inc.
Wipro Limited
EPAM Systems, Inc.
MAXIMUS, Inc
WNS (Holdings) Limited
Euronet Worldwide, Inc.
Paychex, Inc.
EXLService Holdings, Inc.
SS&C Technologies Holdings, Inc.
In connection with establishing the 2023 compensation for management and determined that no change to his overall compensation was necessary. 

With respect to our named executive officers other than ourthe CEO, the compensation committee reviewed, for reference, materials prepared by Aon, Hewitta compensation consulting firm, for management. In comparing our executive officermanagement in late 2022 showing peer group compensation with that oflevels and practices for the peer group used by Aon Hewitt, the compensation committee accounted for differences in revenue size within theset forth below.

We do not believe many companies compete directly with us across our select industry verticals and service offerings. In developing a peer group by considering the roles offor our named executive officers based onother than the scope of responsibility, not necessarily the title. This review provided valuable background information and confirmed that our executive officer pay (as determined by the compensation committee) was aligned with the market.  

The peer group used byCEO, Aon Hewitt included companies in our industry with whom we compete for business and/or talent and companies in the broader technology industry and for which sufficient disclosure was available in

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publicly available proxy statements at the time of the review. TheIn cases where the peer company data on comparable management positions was inadequate or insufficient, Aon also provided target compensation data from its published surveys for positions comparable to those of our executive officers (in terms of scope of responsibility).
At the end of 2022, the compensation committee believesused the market data included in those materials to establish each element of the 2023 compensation for our named executive officers other than the CEO. In comparing our named executive officer compensation with that of the peer and survey group set forth below provides a meaningful gauge of current pay practicesused by Aon, the compensation committee accounted for differences in revenue size and levels as well as overall compensation trends.

Peer Group Companies for Named Executive Officers other than the CEO

Accenture plc

Citrix Systems, Inc.

International Business Machines Corporation

Akamai Technologies, Inc.

Cognizant Technology Solutions Corporation

Rackspace Hosting, Inc.

Autodesk, Inc.

Fidelity National Information Services, Inc.

Red Hat, Inc.

Automatic Data Processing, Inc.

Gartner, Inc.

Syntel, Inc.

Capgemini S.A.

HCL Technologies Limited

Tata Consultancy Services Limited

24 | GENPACT 2016 PROXY STATEMENT


Consideration of Prior Shareholder Advisory Vote on Executive Compensation

At our 2014 annual meeting of shareholders, we provided our shareholdersmarket capitalization between us and the opportunity to vote to approve, on a non-binding, advisory basis,companies in those groups by comparing the compensation of our named executive officers. Approximately 45%officers with the compensation paid by the peer and survey group companies to individuals with a similar scope of responsibility but not necessarily the same title. In addition, the compensation committee reviewed data presented by management for additional peers as appropriate by position. While the compensation committee relies on the peer and survey group analysis to provide market data and relevant trend information, it does not consider the analysis as a substitute for its collective business judgment.

Peer group companies for named executive officers other than the CEO*
Accenture plc
Cognizant Technology Solutions Corporation
​Microsoft Corporation
Akamai Technologies, Inc.
ExlService Holdings, Inc.
PricewaterhouseCoopers
Autodesk, Inc
Gartner, Inc.
​Red Hat, Inc.
Capgemini S.A.
HCL Technologies Ltd.
Tata Consultancy Services Limited
Citrix Systems, Inc.
International Business Machines Corporation

Different subsets of the peer group were used for different named executive officers depending on the officer’s position and geographic location. Differences in revenue size and market capitalization between us and companies in the peer group were accounted for by comparing roles with a similar scope of responsibility.
2023 target pay mix and pay positioning
The compensation committee annually reviews the total direct compensation and pay mix for the CEO and each other named executive officer. In determining total compensation opportunities and the pay mix for our executives, the compensation committee considers many factors, including (i) our pay for performance compensation philosophy; (ii) competitive market data to provide a frame of reference for how our peer group companies set compensation opportunities; (iii) the nature and scope of the executive’s role at the Company; (iv) the individual’s performance, contributions to the Company and impact to shareholder value; and (v) the retention value of the compensation.
While we do not have any pre-established allocation of the target pay mix, the compensation committee’s overall intent is to emphasize the variable, performance-based components of pay and, accordingly, we allocate a significant percentage of targeted total compensation in the form of PSUs and our annual performance-based bonus plan, payouts under both of which fluctuate with Company performance. Our long-term incentives for 2023 were in the form of PSUs and RSUs.
CEO compensation mix
Our CEO’s compensation is aligned with our performance and our shareholders’ interests. As indicated in the chart on page 32, 91% of our CEO’s target total direct compensation for 2023 was in the form of variable compensation, the ultimate value of which depends on achievement of annual and long-term financial goals or share price performance, or both, and was strongly linked to Company results. Only 9% of our CEO’s 2023 target compensation was in the form of fixed pay. Based on the peer benchmarking information included in the CEO Compensation Report – which showed that for 2022 our CEO’s base salary was close to the 25th percentile and his target bonus was in the range of median compared to both peer groups – the compensation committee made the following decisions regarding the CEO’s target compensation for 2023:
His base salary was revised from $824,000 to $900,000, an increase of approximately 9%.
His annual target bonus opportunity of $1,300,000 was left unchanged.
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He was granted long-term incentive awards with a total target value of $8,000,000, consisting of an RSU award and a PSU award, each with a target value at grant of $4 million, representing an increase of approximately 10% compared to the annualized target value of his 2022 long-term incentive awards of $7.25 million.
Accordingly, our CEO’s total target direct compensation for 2023 was set at $10,200,000, an increase of approximately 9% compared to $9,374,000 for 2022. This total target direct compensation positions Mr. Tyagarajan’s 2023 compensation slightly below median relative to both peer groups used in the CEO Compensation Report.
Other NEO compensation mix
For our other named executive officers, we continued to maintain a compensation structure with a significant portion of total compensation at risk based on Company and share price performance. As indicated in the chart on page 32, approximately 64% (on average) of the 2023 total target direct compensation for our other named executive officers was performance-based.
In 2023, in accordance with our overall compensation philosophy, we targeted our other named executive officers’ base salaries and total annual cash compensation (base plus target bonus) in the range of median compared to the peer and survey groups used by the compensation committee in setting 2023 compensation. The annual cash compensation targets for certain named executive officers were higher than that range based on their experience, role and performance.
Say-on-Pay vote
Each year, our compensation committee considers the outcome of our annual shareholder advisory vote on executive compensation when making decisions relating to the compensation of our named executive officers and our executive compensation programs and policies. At our 2023 annual meeting of shareholders, approximately 93% of the votes cast on such proposal were in favor of the compensation of theour named executive officers. In connection with
Following the “say-on-pay” vote, we discussed our compensation practices with certainresults of our 2023 say-on-pay vote and based on
feedback received from our shareholders, the compensation
committee considered several potential changes to our
compensation practices. A number of the changes proposed by shareholders in recent years were incorporated into our 2023 long-term incentive compensation program. For more information about shareholder feedback we have received and took their feedbackhow we have responded, see the section titled “Shareholder engagement” above. The compensation committee will continue to take into account future shareholder advisory votes on executive compensation and other relevant market developments affecting executive officer compensation to determine whether any subsequent changes to our programs and policies are warranted.

Frequency of “Say-on-pay” shareholder advisory vote
Based on the results of the “say-on-frequency” vote into account when determiningheld at our fiscal year 2014 and 2015 executive compensation policies. 

Shareholder Engagement

We have ongoing communications with our shareholders in the normal course of business and take any feedback from them seriously. During 2015, we reached out to shareholders owning more than 80% of our outstanding shares to solicit their feedback on our compensation practices. 14 meetings were held with shareholders representing2023 annual meeting, at which approximately 75% of the total outstanding shares of record as of December 31, 2015.  Typically, these meetings were attended by our Chief Financial Officer, our Head of Investor Relations and our Deputy General Counsel, and we discussed the Company’s compensation philosophy and its alignment with our strategic direction. The remaining approximately 5% of shareholders either declined to meet or did not respond to our inquiries. We also conducted an investor meeting for analysts and interested investors on February 27, 2015 in New York, New York.

Based on the discussions we had with shareholders in 2015 and our strong 2015 results indicating that our pay-for-performance practices are effectively aligned with our strategic goals, the compensation committee determined that no material changes to our compensation policies were required. Several of our shareholders expressed approval of the changes we made in 2014 to make our annual cash bonus program more performance-based, and in response to feedback from certain shareholders, we have disclosed under “Annual Cash Bonus—Individual Bonus Scorecards” below the target level of adjusted income from operations under our 2015 annual cash bonus plan. Additionally, in accordance with the preference expressed by many of our shareholders in our meetings with them, in May 2015 we decided to hold an annual advisory “say-on-pay” vote.

We continue not to disclose all of the performance targets we use for our cash and equity incentive compensation plans because we believe this information is competitively sensitive.  Our compensation committee has determined that the targets under our incentive compensation plans are challenging to achieve, and the targets are consistent with the financial outlook we disclose at the beginning of each year.  

Frequency of “Say-on-pay” Shareholder Advisory Vote

Consistent with a majority98.5% of the votes cast at our 2011 annual meeting, our shareholder advisory say-on-pay votes were previously set to occur every three years.  However, based on the preference ofsubmitted by our shareholders described abovewere in the section titled “Shareholder Engagement,” we will now holdfavor of holding an annual shareholder advisory “say-on-pay” vote, starting with the 2016our board of directors has decided that shareholder advisory “say-on-pay” votes will occur annually. Our next “say-on-frequency” vote will be held at our 2029 annual meeting.  See “Proposal 2 – Non-binding Vote on Executive Compensation.”

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Compensation Components

components

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:

·

Base salary;

·

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

salary

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

Executive
2022 base
salary
2023 base
salary
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.
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(5)
For 2023, the compensation committee’s approvalcommittee approved an approximately 8% increase in July 2015Ms. Stein’s base salary, from $600,000 to $650,000. Ms. Stein’s base salary reflected the importance of a 14% increase over his 2014her role as our chief strategy officer and global leader of our enterprise services and analytics businesses in addition to her personal performance. Ms. Stein separated from the company in January 2024.
(6)
All of our named executive officers’ base salaries are denominated in U.S. dollars other than Mr. Mehta, whose salary is denominated in Indian rupees. Mr. Thukral’s 2015Tyagarajan’s base salary increase reflects the importance ofis converted to and paid in U.K. pounds sterling. The amount shown for Mr. Thukral’s role, his personal performance as well as the compensation committee’s view that Mr. Thukral’s base salaryMehta was lower than industry standard based on publicly available reports benchmarking executive salaries in the global technology industry. Amounts shown with respect to Mr. Thukral were converted from Indian rupees at the ratesrate of US$1/INR 0.0156463 for 2015 and US$1/INR 0.0163508 for 2014.

$0.0121.

26 | GENPACT 2016 PROXY STATEMENT


Annual Cash Bonus

cash bonus

Annual cash bonuses are designed to provide rewards toreward our executives, including our named executive officers, for Company performance and theirour executives’ individual performance during the most recent year. We believe that the immediacy of these cash bonuses, in contrast to our equity grants, which vest over a period of time, provides a significant incentive to our executives towards achievingto achieve their respective individual objectives, our Company objectives and our overall long termlong-term and strategic goals, such as client satisfaction, growing revenues and bookings, including client renewals, improving operating margins, managing employee attrition levels and making disciplined investments in our targeted verticals, service lines and geographies.investments. Our cash bonuses are an important motivating factor for our executives, in addition to being a significant factor in attracting and retaining our executives.

Since 2014, when our compensation committee adopted a scorecard-based bonus program, annual

Annual bonuses under our cash bonus plan have beenare directly linked to Company, business unit and individual performance. Annual bonuses to our executives are payable only if threshold performance is attained.

As in prior years, for 2023 the compensation committee established a bonus pool which is funded based on the level of attainment of Company performance metrics (subject to a threshold level of performance). The compensation committee also established target bonuses for each NEO, with the actual bonus payable based on attainment of individual, Company and business unit goals and adjusted based on the funding of the bonus pool.

Target Bonuses

bonuses

Under our annual cash bonus plan, each of our named executive officers is eligible for a target bonus specified as a percentage of his or her base salary. For 2015, the2023, Mr. Tyagarajan’s target bonus for Mr. Tyagarajan was 190%approximately 144% of his base salary and the target bonuses for theour other named executive officers ranged between 50 andofficers’ target bonuses were 100% of their base salary.

For Messrs. Tyagarajan, Cogny and Fitzpatrick, who have employment agreements that specify bonus opportunities, thesalaries. The compensation committee also took into consideration the requirements under theireach of our named executive officer’s employment agreements in setting their bonus targets. See “—Narrative Disclosuredisclosure to Summary Compensation Tablesummary compensation table and Grantgrants of Plan-Based Awards Table—plan-based awards table—Employment Agreementsagreements with Named Executive Officers.named executive officers.

Bonus Pool Based on Profitability

As part of our annual cash bonus plan, atpool

At the beginning of the year2023, the compensation committee established a target bonus pool for 20152023 equal to the aggregate target bonuses for all of the senior vice presidents in the Company, including all of the named executive officers other than the CEO. The bonus pool was to be funded only ifbased on the Company achieved 2015Company’s 2023 adjusted income from operations above a threshold amount.(“AOI”) margin, revenue and employee engagement score performance, weighted 45%, 45% and 10%, respectively. The actual bonus pool can rangefunding was subject to an additional condition that if the Company's AOI margin for 2023 was lower than a specified amount, the Compensation Committee could reduce the bonus pool funding, including to zero, to allow the Company to achieve a specified AOI margin for 2023.
For 2023, the employee engagement metric was the Company’s employee engagement score for 2023, which is calculated by multiplying the Company’s overall employee response rate on its “Amber” platform, an AI-based tool that collects employee feedback and assesses employee sentiment, by the percentage of the Company’s Amber responses that were positive for 2023. For the purposes of the 2023 bonus plan, a positive response is defined as either a four or five rating on a scale of five in response to a question in Amber that asks each employee to rate their employee experience over the course of their tenure with the Company. Similar to 2022, the compensation committee believes that this employee engagement metric is meaningful because we have observed higher rates of attrition among employees who do not engage with the Amber platform at all, and therefore the employee response rate is as important as the positive response score in assessing employee engagement and improving employee retention.
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The potential bonus pool for 2023 ranged from 0% to 200% of target (with performance between the established levels determined on a straight-line basis), depending on the level of adjusted income from operationsachievement of the AOI margin, revenue and employee engagement score goals and whether the threshold for each metric was met. Under the 2023 plan, if the Company’s AOI margin for 2023 was below a certain level, then regardless of the level of achievement of the AOI margin, revenue or employee engagement score goals, the compensation committee retained the discretion to reduce the bonus pool by any amount the committee determined (including to zero) to increase the Company’s AOI margin up to a specified amount. As a result, the full bonus pool was at risk.
If the Company achieved the threshold level of at least one of the three metrics, then the bonus pool would be funded based solely on the level of attainment of the metric(s) achieved at the threshold level. The aggregate level of attainment of the goals (based on the weighting of each goal) is met.referred to as the “Company Multiplier.”
The table below sets out the threshold and outstanding performance levels as a percentage of the target performance level for each metric under our 2023 bonus plan:
Performance goal
(weighting)
Threshold
Target
Outstanding
AOI margin (45%)
98%
100%
102%
Revenue (45%)
99%
100%
103%
Employee engagement score (10%)
87%
100%
113%
If the Company achieved at least the threshold levels of each of the AOI margin, revenue and employee engagement score goals, the potential range of the Company Multiplier (based on the level of attainment of each goal and the weighting of that goal) would be as follows:
Bonus pool
performance level
Company multiplier
(as a percentage of
total target bonuses)
Threshold
50%
Target
100%
Outstanding
200%
For 2023, we achieved lower-than-threshold performance on the revenue goal, higher-than-target performance on the AOI margin goal and outstanding performance on the employee engagement score goal, resulting in a Company Multiplier of approximately 85%.
See Exhibit 1 to this Proxy Statement for information regarding how our calculation of AOI differs from United States Generally Accepted Accounting Principles (“GAAP”) net income, as well as for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure.
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| EXECUTIVE OFFICER COMPENSATION
Bonus Scorecards

scorecards

In an effort to further link our executive officer compensation to measurable Company and individual performance, the actual bonus payable to each of our named executive officers is determined based on attainment of pre-established individual, Company and business unit performance targets for each officer.officer subject to the maximum bonus potential based on the level of AOI margin, revenue and employee engagement scores. We utilize a scorecard methodology whichthat incorporates multiple financial and non-financial strategic performance indicators for each officer, with the financial performance metrics accounting for at least 60% of the result. The table below shows the weighting of financial and non-financial metrics in each named executive officer’s 2023 scorecard:
Executive
Financial
Non-financial
N.V. TYAGARAJAN
60%
40%
MICHAEL WEINER
60%
40%
BALKRISHAN KALRA
75%
25%
PIYUSH MEHTA
60%
40%
KATHRYN STEIN
60%
40%
The potential bonus payout based on the scorecard result ranges from 0% to 150% of target. Examples of financial performance indicators include annual revenue, new bookings
The compensation committee establishes the scorecard for the CEO, and profitability targets at the Company or business unit level. Examples of non-financial, strategic performance indicators include longer term execution of strategic plans, such as hiring goals and development of new client offerings.CEO establishes the scorecards for the other executive officers. At the time of establishing the individual scorecards, the compensation committee considered the level of difficulty associated with attainment of each goalgoals in the scorecard andscorecards were determined that the target level for each such goal wasto be challenging. We believe that encouraging our named executive officers, as well as other employees with management responsibility, to focus on a variety of performance objectives that are important for creating shareholder value reduces incentives to take excessive risk with respect to any single objective.

GENPACT 2016 PROXY STATEMENT| 27

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TABLE OF CONTENTSEach individual bonus amount (as determined based on

| EXECUTIVE OFFICER COMPENSATION
A list of the scorecard)financial and certain non-financial performance metrics included in the 2023 scorecard for each named executive officer is then adjusted by a Company multiplier, which for 2015 was determined based onset forth below:
Executive
Financial metrics
Non-financial metrics
N.V. Tyagarajan
 Company-wide revenue
 Company-wide net bookings
 Company-wide AOI margin
 Company-wide gross profit margin
 Goals related to organization and M&A strategy, adopting a technology-first approach across the Company’s businesses, digital transformation through the enterprise resource planning (“ERP”) system implementation and CEO succession planning and transition.
Michael Weiner
 Company-wide revenue
 Company-wide net bookings
 Company-wide AOI margin
 Company-wide gross profit margin
 Goals related to M&A strategy, digital transformation through the ERP system implementation and further developing the finance function talent and leadership.
Balkrishan Kalra
 Business unit revenue
 Business unit net bookings
 Business unit renewal bookings
 Business unit qualified inflows
 Business unit AOI margin
 Business unit gross profit margin
 Goals related to driving client success, adopting a technology-first approach across the Company’s businesses, strengthening leadership teams, diversity, equity and inclusion (“DEI”) and M&A strategy.
Piyush Mehta
 Company-wide revenue
 Company-wide net bookings
 Company-wide AOI margin
 Company-wide gross profit margin
 HR function cost
 Goals related to CEO succession planning and transition, leadership organization design and structure, building the Company’s leadership pipeline, digital transformation through the ERP system implementation and DEI.
Kathryn Stein
 Company-wide revenue
 Company-wide net bookings
 Company-wide Data-Tech-AI revenue
 Company-wide AOI margin
 Company-wide renewal bookings
 Goals related to adopting a technology-first approach across the Company’s businesses, digital transformation through the ERP system implementation, strengthening the Data and Analytics team, ESG, M&A strategy and driving investment prioritization/reallocation.
The compensation committee determines the level of attainment of adjusted income from operations (excluding the impactscorecard goals for each of acquisitions completed duringour named executive officers, with our CEO providing input with respect to the year), withnamed executive officers other than himself. Threshold performance between the established levels determined on a straight-line basis as illustratedgiven financial metric results in payment of 75% of the table below.

target bonus allocated to that metric. There is no threshold performance required for the non-financial metrics.

AOI Performance Level

Company Multiplier

Below Threshold

0%

Threshold

50%

Target

100%

Outstanding

200%

The target level of adjusted income from operations under our 2015 annual cashindividual bonus plan was $380 million.  Our actual adjusted income from operations in 2015 was $377.2 million, resulting in a Company multiplier of 96%.

Foramount for each named executive officer other than Mr. Tyagarajan and Ms. Stein was determined based on the CEO, whosescorecard result and what we refer to as the “Bonus Payment Multiplier.” The Bonus Payment Multiplier is a percentage determined by dividing the funded bonus is funded outsidepool (which was determined by multiplying the aggregate target bonuses of the bonus pool participants by the Company multiplierMultiplier of approximately 85%) by the total of all bonus amounts based on individual scorecard results and is then adjusted as necessaryused to ensure actualthat the total payouts do notequal the funded pool. For 2023, the Bonus Payment Multiplier was approximately 92%, which is higher than the Company Multiplier because the average bonus scorecard result was below 100%, reflecting the rigor of the scorecard goals. In no circumstance can the total of the bonus payouts under the plan exceed the funded pool. Even if each average scorecard result is over 100%, the overall bonus pool is not expanded and instead the individual payouts are adjusted downwards. The 2015 adjusted Company multiplier was 85%.  

Accordingly, the 20152023 bonus for each named executive officer other than our CEOMr. Tyagarajan and Ms. Stein was determined as follows:

·

2015

2023 target bonus multiplied by

·

2015 adjusted Company multiplier of 85% multiplied by

·

individual scorecard achievement (0-150%)multiplied by

2023 Bonus Payment Multiplier of approximately 92%.

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2024 Proxy Statement 

CEO Bonus Scorecard

The 2015 bonus for our CEO was determined as follows:TABLE OF CONTENTS

| EXECUTIVE OFFICER COMPENSATION

·

2015 target bonus multiplied by

·

2015 Company multiplier of 96% multiplied by

CEO bonus

·

individual scorecard achievement (0-150%).

AlthoughMr. Tyagarajan’s bonus was determined based on his scorecard result and the CEO’s bonusCompany Multiplier (approximately 85%). It was not funded out of the bonus pool for the other named executive officers the CEO’s bonus was also payable only if the Company achieved 2015 adjusted income from operations above the threshold amount.

The 2015 bonuses were determined by our compensation committee in the first quarter of 2016 based on achievementand all senior vice presidents of the elements set out in the individual scorecardCompany.

The 2023 bonus for each named executive officer, the Company multiplier and, in the case of all named executive officers other than theour CEO the adjusted Company multiplier.

28 | GENPACT 2016 PROXY STATEMENT


was determined as follows:

2023 target bonus multiplied by
Individual scorecard achievement (0-150%) multiplied by
2023 Company Multiplier of approximately 85%.
The following table sets forth the 20152023 target bonus, the 2022 and 2023 actual bonus payments and 2023 bonus payments as a percentage of target bonus for each of our named executive officers and their 2014 actual payments under our annual cash bonus plan.

Executive

 

2015 Target Bonus

 

2015 Payment

 

2014 Payment

N.V. TYAGARAJAN

 

$1,200,000   

 

$1,336,000(1)     

 

$1,700,000   

EDWARD J. FITZPATRICK

 

$600,000   

 

$601,781(3)     

 

$411,298(2)

PATRICK COGNY

 

$300,000   

 

$315,057(4)     

 

$339,803   

ARVINDER SINGH

 

$300,000   

 

$343,850(5)     

 

$487,755   

MOHIT THUKRAL

 

$213,759(7)

 

$223,611(6)(7)

 

$333,351(7)

Executive
2022
Payment
2023
Target bonus
2023
Payment
2023
Payment as a
percentage
of target
N.V. Tyagarajan(1)(6)
$1,023,000
$1,300,000
$967,559
74%
Michael Weiner(2)
$511,169
$625,000
$512,675
82%
Balkrishan Kalra(3)
$613,236
$750,000
$505,122
67%
Piyush Mehta(4)(6)
$345,797
$291,538
84%
Kathryn Stein(5)
$554,615
$650,000
$650,000
100%

(1)

(1)

Mr. Tyagarajan’s bonus scorecard included Company revenues, new bookings and adjusted income from operations asTyagarajan achieved below-target performance in the aggregate on the financial metrics (Company-wide gross profit margin, revenue, net bookings and strategic organizational matters for the non-financial metrics. Mr. Tyagarajan achievedAOI margin) and target performance on the financialnon-financial metrics and above target performance on the strategic metrics included in his 2023 scorecard. The 21% decrease in Mr. Tyagarajan’s 20152023 bonus compared to his 20142022 bonus reflects a decrease in the Company multiplier under the bonus plan from 145% in 2014 to 96% in 2015.

(2)

Mr. Fitzpatrick’s 2014 bonus was prorated to reflect that his employment commenced in July 2014.

(3)

Mr. Fitzpatrick’s bonus scorecard included Company revenues, new bookings, adjusted income from operations and cash flows as the financial metrics and strategic organizational matters for the non-financial metrics. Mr. Fitzpatrick achieved above target performance on both his financial and strategic metrics. Mr. Fitzpatrick’s 2015 bonus decreased 32% compared to his 2014 bonus prior to proration. This decline is primarily attributable to a decrease in the adjusted Company multiplier used to determine his bonus from 130%93% in 20142022 to 85% in 2015.

2023.

(2)

(4)

Mr. Cogny’s bonus scorecard included business unit revenues, new bookings and adjusted income from operations asWeiner achieved below-target performance in the aggregate on the financial metrics (Company-wide gross profit margin, revenue, net bookings and strategic organizational matters forAOI margin) and slightly above-target performance on the non-financial metrics.metrics in his 2023 scorecard. Mr. CognyWeiner’s 2023 bonus was approximately the same as his 2022 bonus, reflecting primarily a slight increase in his overall scorecard result in 2023 compared to 2022 and a decrease in the Bonus Payment Multiplier from 100% in 2022 to 92% in 2023.

(3)
Mr. Kalra achieved above targetbelow-target performance in the aggregate on the financial metrics (business unit gross profit margin, business unit revenue, business unit net bookings, business unit renewal bookings, business unit qualified inflows and business unit AOI margin), and above-target performance on boththe non-financial metrics in his financial and strategic metrics.2023 scorecard. The decrease in Mr. Cogny’s 2015Kalra’s 2023 bonus payment decreased by 7% compared to his 20142022 bonus payment, which decrease is primarily attributable to a decrease in the adjusted Company multiplierBonus Payment Multiplier from 130%100% in 20142022 to 85%92% in 2015.

2023, as well as a decrease in his overall scorecard result in 2023 compared to 2022.

(4)

(5)

Mr. Singh’s bonus scorecard included business unit revenues, new bookings and adjusted income from operations asMehta achieved below-target performance in the aggregate on the financial metrics (Company-wide gross profit margin, revenue, net bookings, AOI margin and strategic organizational matters forHR functional cost) and above-target performance on the non-financial metrics.metrics in his 2023 scorecard. Mr. Singh achieved above target performance on both his financial and strategic metrics. Mr. Singh’s 2015 bonus payment decreased by 30% compared to his 2014 bonus payment, which decrease is attributableMehta was not a named executive officer in 2022.

(5)
Ms. Stein separated from the Company in January 2024 pursuant to a decreaseseparation agreement dated as of November 29, 2023. The bonus amount shown in this table reflects the adjustedpayment to Ms. Stein of her 2023 target bonus pursuant to the separation agreement and was not calculated by reference to her scorecard or the 2023 Company multiplier from 130% in 2014 to 85% in 2015.

Multiplier.

(6)

(6)

The amounts shown with respect to Mr. Thukral’s bonus scorecard included business unit revenues, new bookingsTyagarajan were denominated in U.S. dollars and adjusted income from operations asconverted to U.K. pounds sterling at the financial metricstime of payment. The amounts shown with respect to Mr. Mehta were denominated and strategic organizational matters for the non-financial metrics. Mr. Thukral achieved above target performance on both his financial and strategic metrics. Mr. Thukral’s 2015 bonus payment decreased by 30% compared to his 2014 bonus paymentpaid in Indian rupees which decrease is attributable to a decrease in the adjusted Company multiplier from 130% in 2014 to 85% in 2015.

(7)

Amounts shown wereand have been converted from Indian rupees at the rates of US$1/INR 0.01564631/US$ 0.0121 for 2015 and US$1/INR 0.0163508 for 2014.

2023.
Equity-based compensation

Equity-Based Compensation

Our equity-based compensation program is designed to attract and retain highly qualified individuals, given that competition for talent is high in our industry, and to align the long-term interests of our executives with those of our shareholders. Equity-based compensation is subject to multi-year vesting requirements, which requirerequires the continued service of our executives in order for them to realize gains.
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The

| EXECUTIVE OFFICER COMPENSATION
Prior to 2023, the annual equity award component of our executive officer compensation was generally comprised of PSUs and periodic option grants. Beginning in 2023, the annual equity component of our executive officer compensation is now comprised primarily of performance share awards. PSUs and RSUs.
In 2015, performance share awardsthe past, we periodically granted options to our executive officers as an additional long-term incentive and for retention purposes. As reflected in our 2023 long-term incentives, our compensation committee believes that a mix of annual PSUs and RSUs aligns better with market practice than periodic option grants and incentivizes growth without encouraging excessive risk taking. Accordingly, we did not grant options to our named executive officers in 2023, and we will no longer make periodic grants of options to our named executive officers as part of our equity compensation program.
In 2023, we granted PSUs and RSUs to all of our named executive officers. The PSUs represented between approximately 40% and 60%50% of the total 2023 target compensation for theour named executive officers, other thanand the CEO.RSUs represented between approximately 15% and 40% of the total 2023 target compensation for our named executive officers.
2023 Restricted share unit awards
The RSUs we granted to our named executive officers in 2023 vest with respect to one-third of the shares underlying the award on January 10th each year from 2024 through 2026, subject to each named executive officer’s service through each vesting date. In addition, in the event of a named executive officer’s termination of service by reason of death, disability or retirement, a pro rata portion of such shares will vest based on the period of service through the termination date.
2023 Performance share unit awards
Under the 2023 PSU awards, require that we attain at least the minimum threshold levelseach of performanceour named executive officers is eligible to receive the award. Accordingly, our executive officers realize no pay from their awards unless we perform. We have been granting performance shares since 2010, and the compensation committee believes that including performance shares as part of Genpact’s equity-based compensation program strengthens focus on the Company’s operating performance and shareholder value creation.  They have also been an effective tool for retention of key employees.  For the 2015 performance share awards, the compensation committee concluded that a one-year performance period was the most appropriate for our company together with a three-year cliff service vesting schedule.    

From time to time, we may also grant (i) options to purchase our common shares, which are also a performance-based vehicle as they require our shares to appreciate in value before any economic benefit may be realized, and (ii) time-based restricted share units, which we use as a retention mechanism.

GENPACT 2016 PROXY STATEMENT| 29


2015 Performance Share Awards    

In March 2015, we granted performance share awards to Messrs. Cogny, Fitzpatrick, Singh and Thukral.

The actual number of common shares of the Company into which the 2015 performance shares will convert is calculated by multiplying the number of target performance shares designated under the award by a performance percentage ranging from 0% to 250% based on the Company’s adjusted income from operations, adjusted income from operations margin, revenues and new bookings during the period from January 1, 2015 to December 31, 2015.  Adjusted income from operations and adjusted income from operations margin are qualifying criteria so that if either goal is not attained, no payout will occur regardless of the level of attainment of anyspecified performance goals over a three-year performance period and such officer’s continued service through a service vesting period ending on March 10, 2026.

The performance goals for the 2023 PSUs were adjusted diluted earnings per share (“Adjusted EPS”), weighted 75%, and revenue, weighted 25%. These performance goals were set in early 2023 at predetermined year-over-year growth rates relative to actual performance for the prior year for each of the other metrics. Forthree performance years from 2023 to 2025.
We introduced Adjusted EPS as a metric in the revenues2023 PSUs to emphasize the importance of increasing both growth in revenue and new bookings goals,profitability. Our inclusion of revenue as a second goal reflects our focus on growth and execution. In addition, as described below, our 2023 PSUs include a relative TSR modifier, which are equally weighted,will adjust the aggregate performance percentage of the awards at the end of the performance period from 0.8x to 1.2x depending on our TSR performance compared to the companies in the S&P 400 (Midcap) Index over the performance period. Accordingly, our PSU awards hold our leadership team accountable for driving sustained profitable growth and directly link our executive compensation opportunities to shareholder value creation.
Under the 2023 PSU awards, there are three designated levels of attainment for each of the revenue and Adjusted EPS goals, as illustrated in the table below.

Performance between the established levels will be determined on a straight-line basis.

Performance Level

Payout Percentage

percentage

Below Threshold

0%

Threshold

Threshold

50%

Target

Target

100%

Outstanding

Outstanding

250%

200%

If

Vesting of either of the two performance tranches of the award (based on the two performance goals) depends on achievement of threshold performance for anysuch tranche. Each tranche can vest independently of the metrics is belowother. Accordingly, failure to achieve the threshold no payoutlevel of one of the goals will occur.negatively affect the aggregate vesting percentage at the end of the performance period but will not on its own prevent the awards from vesting with respect to the other goal, assuming achievement of the other performance goal at the threshold level or higher. In setting the performance goals for these awards, our compensation committee determined that the targets were challenging to achieve,achieve. The table below sets out the threshold and outstanding performance levels as a percentage of the target performance level for each metric under our 2023 PSU awards:
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| EXECUTIVE OFFICER COMPENSATION
Performance goal
(weighting)
Threshold
Target
Outstanding
Adjusted EPS (75%)
97%
100%
103%
Revenue (25%)
97%
100%
102%
Each 2023 PSU award specifies a target number of PSUs and the performance goals for each year during the performance period. The number of common shares of the Company into which the 2023 PSU awards may convert (subject to a threshold level of performance relative to at least one goal and continued service through March 2026) will be calculated by multiplying the number of target PSUs designated under the award by an aggregate performance percentage ranging from 0% to 200%, subject to adjustment depending on our relative TSR performance, as described below. The aggregate performance percentage will first be calculated as the average of the performance percentage for each of the three years in the performance period, and then adjusted by a relative TSR modifier, which can modify the aggregate performance percentage by between 0.8x and 1.2x depending on our TSR performance over the three-year performance period compared to the companies in the S&P 400 (Midcap) Index. A TSR that is in the 25th percentile or lower compared to the peer group will modify the aggregate performance percentage by 0.8x, while a TSR that is in the 75th percentile of higher compared to the peer group will modify the aggregate performance percentage by 1.2x, with straight-line interpolation applied to determine the modifier if our TSR is between the 25th and 75th percentiles. Accordingly, the number of common shares into which the 2023 PSUs may ultimately convert can range from 0% to 240% of the target number of shares subject to each award.
Based on our 2023 financial performance, we achieved below target but higher-than-threshold Adjusted EPS performance and below-threshold revenue performance against the goals set for the 2023 performance year in the 2023 PSU awards. Vesting of the 2023 PSU awards will depend on the company’s performance in 2024 and 2025 against the targets set were consistent within the financial outlook we disclosed2023 PSU awards for revenue and adjusted EPS in those years, as described above, as well as the impact of the relative TSR modifier at the beginningend of 2015.

Based on our 2015 financial results, the 2015 performance share awards will cliff vest on January 10, 2018 at 94%period. In addition, in the event of a named executive officer’s termination of service by reason of death or disability, a pro rata portion of the target shares representing slightlywill vest upon such termination, and in the event of a named executive officer’s termination by reason of retirement, a pro rata portion of the shares will vest based on actual performance at the end of the vesting period and the period of service through the termination date.

The table below shows the total target performance relativevalue of each named executive officer’s 2023 long-term incentive award, the number of target shares subject to the equally-weighted revenuePSU award component of each officer’s 2023 long-term incentive award and new bookings goals, provided the number of RSUs granted to our named executive remainsofficers in 2023. The target number of shares for the PSU awards and the number of shares for the RSU awards was determined by dividing the applicable dollar value of an award by the closing price of a Company common share on the grant date. The number of shares to be earned and issuable under each 2023 PSU award based on actual performance and service through such service vesting date.

March 10, 2026 will not be determinable until after the end of the performance period on December 31, 2025.

Executive
Total target
value of 2023
LTI awards
($)
2023 PSU
target shares
(#)
2023 RSUs
(#)
N.V. TYAGARAJAN
8,000,000
91,680
91,680
MICHAEL WEINER
2,000,000
28,650
17,190
BALKRISHAN KALRA
2,649,200
44,927
15,791
PIYUSH MEHTA
1,420,000
24,180
8,365
KATHRYN STEIN
1,780,799
30,937
9,878
Benefits and Perquisites

perquisites

We provide other benefits to our named executive officers that are generally available to other employees in the country in which the named executive officer is located. We also provide our named executive officers with certain modest perquisites whichthat we believe are reasonable and consistent with market trendspractices in the countries in which our named executive officers are located. Such benefits and perquisites are intended to be part of a competitive overall compensation program. For more details on the
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| EXECUTIVE OFFICER COMPENSATION
benefits provided to our named executive officers, see “—2015“2023 Summary compensation table” and “Narrative disclosure to summary compensation table and grants of plan-based awards table” below. Our U.S.-based named executive officers are also eligible to participate in the Genpact LLC Executive Deferred Compensation Table”Plan (the “Deferred Compensation Plan”), as described in the section titled “Nonqualified deferred compensation plan” below.
Change of control and “—Narrative Disclosureseverance benefits
Under the terms of our equity incentive plan, in the event of a change of control, the PSU and RSU awards granted to Summary Compensation Tableour named executive officers in 2023 will accelerate unless the awards are assumed, continued or substituted. If the awards are assumed, continued or substituted, then they will continue to vest over the service period. Any assumed, continued or substituted PSU and GrantRSU awards are subject to accelerated vesting in the event of Plan-Based Awards Table.”

Severance Arrangements

Ourthe executive officer’s termination without cause within 24 months following the change of control in accordance with the terms of the 2023 awards.

We have entered into employment agreements with Messrs. Tyagarajan, Cogny and Fitzpatrickour named executive officers which provide for certain payments and benefits in the event of a termination of employment. The employment agreements with Ms. Stein and Messrs. Kalra, Mehta and Weiner also provide for partial accelerated vesting of equity awards upon certain qualifying terminations without a change of control and full acceleration upon certain qualifying terminations in connection with a change of control.
The severance payments and benefits were based on individual negotiations with each executive and are an important part of employment arrangements designed to retain such executives and provide certainty with respect to the payments and benefits to be provided upon certain termination events. For additional details onabout these payments and benefits see “—Potential Payments upon Termination or Changeand the partial acceleration of Control.”

30 | GENPACT 2016 PROXY STATEMENT


Change of Control

Pursuant to the terms of Mr. Tyagarajan’s employment agreement, the vesting of all of his outstanding equity awards will accelerate in full upon a change in control. Pursuanttermination of employment due to the termsdeath, disability or retirement, see “Narrative disclosure to summary compensation table and grants of Mr. Fitzpatrick’s employment agreement, the vesting of his equityplan-based awards will accelerate in the event of his termination without cause or for good reason within 24 months following a change in control. In the event of a change in control, the performance shares granted to ourtable—Employment agreements with named executive officers, will convert into either a right to receive common shares representing 100%” “Restricted share unit Awards,” “Performance share unit awards” and “Potential payments upon termination or change of the target performance shares without regard to performance or a number of common shares based on actual performance, depending on when the change in control occurs. These benefits are described in more detail in “—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table—Employment Agreements with Named Executive Officers—N.V. Tyagarajan and Edward J. Fitzpatrick” and “—Potential Payments upon Termination or Change of Control.control.

Equity Grant Practices

grant practices

All stock options previously granted by the Company have an exercise price equal to the closing market price of our common shares on the grant date. Equity grants are typically approved at our quarterlyregularly scheduled compensation committee meetings, and, unless a future effective date is specified, become effective as of the date of the meeting at which they are approved. The dates for our quarterly compensation committee meetings are generally scheduled months and sometimes up to a year, in advance. In certain cases, equity grants to new hires or promoted employees are approved by written consent outside of regularly scheduled compensation committee meetings and are effective as of the latest date a committee member signs the consent. Our compensation committee has delegated limited authority to the CEO and our Senior Vice President ofChief Human Resources Officer to jointly grant equity awards between regularly scheduled compensation committee meetings to individuals other than executive officers and directors, with prescribed per person and aggregate quarterly limitations.

Share Ownership Guidelines

ownership guidelines

The Committeecompensation committee recognizes the critical role that executive share ownership has in aligning the interests of management with those of shareholders. As such, we maintain a formalshareholders and, in 2019, adopted share ownership policy under whichguidelines that apply to all executive officers and directors. Prior to 2019, only our CEO was subject to a share ownership requirement. For more information about our director share ownership guidelines, see the CEO issection above titled “Director compensation.”
Under our share ownership guidelines, all of our executive officers are required to acquire and hold Genpact common shares with a value of at least (i) in an amount representing a multiplethe case of the CEO, six times his base salary, and (ii) in the case of every other executive officer, such officer’s base salary. UntilEach executive officer other than Mr. Tyagarajan has a five-year phase-in period to meet the designated multipleownership requirements, measured from the later of base salarythe adoption of the guidelines in 2019 or the date such person became an executive officer or was promoted into a role that has a higher ownership requirement.
After the initial phase-in period, each executive officer who is reached,not yet in compliance with the CEOshare ownership guidelines is required to retain 100% of the after-tax net proceeds associated with stockshares issued upon option exercises and vesting of restricted share unitsRSUs and performance shares.PSUs (net of any shares withheld or sold to cover withholding taxes and other applicable taxes) until the applicable ownership guideline is reached. Shares counted toward the
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| EXECUTIVE OFFICER COMPENSATION
ownership requirement consist of shares owned by the CEOdirectly and shares owned jointly by the CEOofficer and histhe officer’s spouse or held in a trust established by the CEOofficer for the benefit of the CEOofficer and/or histhe officer’s family members. Unvested restricted share unitsRSUs and performance share awardsPSUs and unexercised stock options do not count toward the ownership requirement.
As of December 31, 2015, Mr. Tyagarajan owned a number2023, all of Genpact common shares with a total value of more than six times his base salary.

Recovery Policy

Our performance share awards provide that if a named executive officer has breached any restrictive covenant under any agreementour NEOs were in compliance with the Company during employment or duringownership requirement applicable to them, except for Ms. Stein, who would not have been required to meet the one-year period following termination of employment, we have the right to terminate the award and cancel any shares issued under the award and be paid any proceeds received by such officerguideline until December 31, 2024, as described above. Ms. Stein separated from the saleCompany on January 12, 2024.

Compensation clawback policy
Effective October 2, 2023, our board adopted a compensation clawback policy that covers each of shares issued underour Section 16 officers and is intended to comply with the award.

GENPACT 2016 PROXY STATEMENT| requirements of Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual with respect to the mandatory recovery of certain specified financial-based incentive compensation in connection with specified accounting restatements, without regard to the fault of such officer. In addition, our compensation clawback policy also includes a potential recoupment of all forms of incentive compensation in the event that a Section 16 officer engages in certain specified improper conduct that in the discretion of the Committee contributed to the circumstances requiring such an accounting restatement. A copy of our compensation clawback policy is filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,


2023.

IRC Sectionsection 162(m) Compliance

As a result of compliance

Section 162(m) of the Internal Revenue Code publicly-traded companies such aslimits the Company are not allowed aamount that we may deduct from our federal income tax deductiontaxes for compensation paid to the CEO and the three other highest paidcertain executive officers, (other than the CFO)including our named executive officers, to the extent that such compensation exceeds $1 million per executive officer in any one yearper year. Prior law provided an exception to this deduction limit for compensation paid to our CFO and does not otherwise qualify asfor certain performance-based compensation. The 2007 PlanEffective for tax years beginning after December 31, 2017, this deduction limit applies to all of our named executive officers (which now includes our CFO) and the exception for “performance-based compensation” is structured so thatno longer available. As a result, compensation deemed paid to anour named executive officerofficers in connection withexcess of $1 million is not deductible unless it qualifies for the exercisetransition relief applicable to certain compensation arrangements in place as of stock options or stock appreciation rights should qualify as performance-basedNovember 2, 2017. The compensation committee will continue to consider the tax impact of the Company’s compensation programs but reserves the right to pay compensation that is not subject to the $1 million limitation. In addition, restricted share units and performance share awards with performance-vesting goals tied to one or more of the performance criteria approved by the shareholders under the 2007 Plan may also be structured to qualify as performance-basedtax deductible.
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| EXECUTIVE OFFICER COMPENSATION
2023 Summary compensation for Section 162(m) purposes.

However, restricted share units and performance share awards subject only to service-vesting requirements will not qualify as such performance-based compensation. Other awards made under the 2007 Plan may or may not so qualify. In establishing the cash and equity incentive compensation programs for the executive officers, it is the compensation committee’s view that the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason the compensation committee may deem it appropriate to continue to provide one or more executive officers with the opportunity to earn incentive compensation, including cash bonus programs tied to the Company’s financial performance and restricted share unit and performance share awards, which may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Internal Revenue Code. It is the compensation committee’s belief that cash and equity incentive compensation must be maintained at the requisite level to attract and retain the executive officers essential to the Company’s financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.

32 | GENPACT 2016 PROXY STATEMENT


SUMMARY COMPENSATION TABLE

table

The following table sets forth information concerning the compensation of our Chief Executive Officer, our Chief Financial Officer, and each of the Company’s other three most highly compensatednamed executive officers whose total compensation for the 2015 fiscal year was in excess of $100,000 and who were serving as executive officers at the end of the 2015 fiscal year (referred to as our “named executive officers”) for the fiscal years ended December 31, 2015, 20142023, 2022 and 2013. No other executive officers who would have otherwise been includable in such table on the basis of total compensation for the 2015 fiscal year have been excluded by reason of their termination of employment or change in executive status during that year.

2021.

Name and Principal Position

 

Year

 

Salary

($)

 

Bonus

($)

 

Share

Awards

($)(1)

 

Option

Awards

($)(2)

 

Non-equity

Incentive Plan

Compensation

($)

 

Change in

Pension Value

and

Nonqualified

Deferred

Compensation

Earnings ($)

 

All Other

Compensation

($)

 

Total

Compensation

($)

N.V. TYAGARAJAN

President, Chief Executive Officer and Director

 

2015

 

632,423

 

 

 

 

1,336,000

 

 

86,768(4)

 

2,055,191

 

2014

 

632,423

 

 

 

 

1,700,000

 

 

106,797

 

2,439,220

 

2013

 

632,423

 

1,200,000

 

1,567,556

 

12,495,230

 

 

 

98,796

 

15,994,005

EDWARD J. FITZPATRICK

Chief Financial Officer

 

2015

 

602,308

 

 

1,240,251

 

 

601,781

 

 

12,904(5)

 

2,457,244

 

2014

 

281,538

 

 

2,099,991

 

1,919,500

 

411,298

 

 

265,615

 

4,977,942

PATRICK COGNY(3)

Senior Vice President, Infrastructure, Manufacturing and Services

 

2015

 

515,475

 

 

516,771

 

 

315,057

 

 

18,012(6)

 

1,365,315

 

2014

 

465,283

 

100,000

 

531,626

 

 

339,803

 

 

20,017

 

1,456,729

 

2013

 

465,283

 

257,500

 

423,240

 

833,015

 

 

 

24,647

 

2,003,685

ARVINDER SINGH

Senior Vice President,

Capital Markets and IT Services

 

2015

 

413,723

 

 

826,834

 

 

343,850

 

 

33,907(7)

 

1,618,314

 

2014

 

401,539

 

 

701,746

 

 

487,755

 

 

33,651

 

1,624,691

 

2013

 

369,115

 

197,800

 

627,022

 

1,207,872

 

 

 

29,569

 

2,431,378

MOHIT THUKRAL(3)

Senior Vice President, Banking, Financial Services and Insurance

 

2015

 

304,281

 

30,000(8)

 

826,834

 

 

223,611

 

19,513(9)

 

  356(10)

 

1,404,595

 

2014

 

283,140

 

 

701,746

 

 

333,351

 

23,626

 

364

 

1,342,227

 

2013

 

245,468

 

103,746

 

627,022

 

1,207,872

 

 

7,092

 

389

 

2,191,589

Name and
principal position
Year
Salary
($)(1)
Bonus
($)
Share
awards
($)(2)
Option
awards
($)(3)
Non-equity
incentive plan
compensation
($)(4)
Change in
pension
value and
nonqualified
deferred
compensation
earnings
($)
All other
compensation
($)
Total
compensation
($)
N.V. Tyagarajan(12)(13)
President, Chief Executive Officer and Director
2023
900,000
8,052,254
967,559
67,533(5)
9,987,346
2022
824,000
2,252,530
1,023,000
67,253
4,166,783
2021
800,000
4,080,420
1,700,000
65,591
6,646,011
Michael Weiner
Senior Vice President, Chief Financial Officer
2023
625,000
2,016,330
512,675
16,566(6)
3,170,571
2022
600,000
600,657
511,169
15,260
1,727,086
2021
249,863
3,122,253
3,999,996
308,739
9,268
7,690,119
Balkrishan Kalra(14)
Senior Vice President, Banking, Capital Markets, Consumer Goods, Retail, Life Sciences and Healthcare
2023
750,000
2,674,735
505,122
22,384(7)
3,952,241
2022
700,000
992,905
1,499,991
613,236
21,069
3,827,201
2021
680,000
1,785,579
1,899,992
754,421
15,134
5,135,126
Piyush Mehta(12)(15)
Senior Vice President,
Chief Human Resources Officer
2023
345,797
1,433,721
291,538
24,941(8)
1,004(9)
2,097,001
Kathryn Stein
Senior Vice President, Chief Strategy Officer and Global Business Leader, Enterprise Services and Analytics
2023
650,000
650,000(10)
1,798,393
15,108(11)
3,113,501
2022
600,000
676,962
1,399,994
554,615
13,565
3,245,136
2021
550,000
1,237,726
999,995
662,920
12,860
3,463,501

(1)

(1)

The amount shown for Mr. Kalra includes an amount he elected to defer into the Deferred Compensation Plan, which is more fully described in the section titled “Nonqualified deferred compensation plan” below. Mr. Weiner’s 2021 salary reflects the amount he earned in 2021 beginning on his hire date of August 2, 2021.
(2)

The amounts shown under this column reflect the dollar amount of the aggregate grant date fair value of performance share awards(a) RSUs and restricted share units(b) PSUs granted during the applicable year pursuant to our 20072017 Omnibus Incentive Compensation Plan, calculated in accordance with Financial Accounting Standards Board Codification Topic 718, Compensation—Stock Compensation, or FASB ASC Topic 718. The amounts for the PSUs do not reflect the realizable value of these awards based on our performance results for each period. The aggregate grant date fair value of the performance share awardsPSUs is calculated in accordance with FASB ASC Topic 718, based on the probable outcome of the attainment of one or more pre-established performance objectives as of the grant date, which for the performance share awardsPSUs granted to our named executive officers in 20152023 was 90.781% of target.100%. Assumptions used in the calculation of these amounts are included in Note 18, “Stock-based compensation”compensation,” to our audited consolidated financial statements for the fiscal year ended December 31, 20152023 included in our Annual Report on Form 10-K. In accordance with the rules promulgated by the SEC, the amounts shown for awards with performance- and service-based vesting conditions exclude the impact of estimated forfeitures. The performance periods for the performance sharesPSUs granted in 2013, 20142021 and 20152022 are completed, and the number of shares underlying each such award has been determined. The aggregate grant date fair values of the performance share awards granted in 2015, assuming maximum attainment of the performance goals, are as follows: Mr. Cogny—$1,423,125; Mr. Fitzpatrick—$3,415,500; Mr. Singh—$2,277,000; and Mr. Thukral—$2,277,000.

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| EXECUTIVE OFFICER COMPENSATION
determined. The performance period for the 2023 PSUs ends on December 31, 2025 and, accordingly, the number of shares to be achieved under each such award is not yet determinable. The aggregate grant date fair values of the PSUs granted in 2023, assuming maximum attainment of the performance goals, are as follows: Mr. Tyagarajan—$9,599,996; Mr. Weiner—$2,999,999; Mr. Kalra—$4,704,396; Mr. Mehta—$2,531,936; and Ms. Stein—$3,239,475.

(3)

(2)

The amounts shown represent the aggregate grant date fair value of the stock options awarded to our named executive officers during the applicable year, calculated in accordance with FASB ASC Topic 718, and exclude the impact of estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 18 “Stock-based compensation” to our audited consolidated financial statements for the fiscal year ended December 31, 20152023 included in our Annual Report on Form 10-K.

(4)

(3)

Mr. Thukral received certain payments in Indian rupees and Mr. Cogny received certain payments in euros. The following exchange rates were used to calculate amounts in the Summary Compensation Table reflecting such payments: US$1/INR 0.0156463 in 2015, US$1/INR 0.0163508 in 2014 and US$1/INR 0.0171368 in 2013 and US$1/1.1514276 euro in 2015, US$1/1.3457367 euro in 2014 and US$1/1.3246741 euro in 2013. For Mr. Thukral, all amounts other than those shown under the “Option Awards” and “Share Awards” columns were paid or incurred in Indian rupees. For Mr. Cogny, portionsA portion of the amountsamount shown infor Mr. Kalra was deferred into the “All Other Compensation” column were converted from euros.

Deferred Compensation Plan at his election.

GENPACT 2016 PROXY STATEMENT| 33


(5)

(4)

The amount shown consists of the following payments and benefits to Mr. Tyagarajan: (a) $3,704$3,032 in life insurance plan premiums, (b) $4,501 in medical insurance plan premiums and (c) $60,000 for personal costs pursuant to his employment agreement, (c) $10,600 in matching contributions to our 401(k) plan and (d) $12,464 for his automobile lease.

agreement.

(6)

(5)

The amount shown consists of the following payments and benefits to Mr. Fitzpatrick:Weiner: (a) $2,304$3,366 in life insurance plan premiums and (b) $10,600$13,200 in matching contributions to our 401(k) plan.

(7)

(6)

The amount shown consists of the following payments and benefits to Mr. Cogny:Kalra: (a) $1,780$4,116 in life insurance plan premiums, (b) $5,632 for tax consultation fees and medical insurance$5,068 in Europe pursuantcosts related to his employment agreementour executive health examination program and (c) $10,600$13,200 in matching contributions to our 401(k) plan.

(8)

(7)

The amount shown consists of the following payments and benefits to Mr. Singh: (a) $10,600 in matching contributions to our 401(k) plan, (b) $16,120 for payments relating to our former profit sharing plan for U.S. employees and (c) $7,187 in life insurance plan premiums.

(8)

Represents a special bonus paid in recognition of Mr. Thukral’s role in the successful completion of a large client deal.

(9)

The amounts shown representrepresents the change in pension value with respect to the Gratuity Plan benefit for Mr. ThukralMehta that is required to be provided to all employees in India pursuant to Indian law. Assumptions used in the calculation of this amount are included in Note 17, “Employee benefit plans,” to our audited consolidated financial statements for the fiscal year ended December 31, 20152023 included in our Annual Report on Form 10-K.

(9)

(10)

The amount shown consists of life insurance plan premium payments made on behalf of Mr. Thukral.

Mehta.

CEO REALIZABLE COMPENSATION

The values reported in our Summary Compensation Table include the estimated fair value of long-term incentive awards at the time of grant as determined for accounting purposes. This estimated fair value is not reflective of actual award values and often differs significantly from the values ultimately received by our senior executives. We believe that realizable compensation, which reflects the actual current value of outstanding long-term incentive awards from prior years, helps us to better assess our pay for performance alignment.

Realizable compensation provides clarity on how compensation outcomes are influenced by company performance. This is particularly important because equity-based awards account for the most significant portion of the total compensation of our CEO and other executive officers. Because the compensation committee believes that long-term, equity-based compensation drives long-term growth, consideration of actual and potential values realizable from awards granted in prior years is a highly relevant factor in assessing the effectiveness of our compensation program’s continued alignment with our shareholders’ long-term interests.

The following table sets forth the realizable pay for our CEO for fiscal years 2013, 2014 and 2015.

 

 

2013

 

2014

 

2015

Salary

 

$632,423

 

$632,423

 

$632,423

Bonus

 

$1,200,000

 

 

Non-equity incentive plan compensation

 

 

$1,700,000

 

$1,336,000

Long-term incentives:

 

 

 

 

 

 

Option awards

 

$8,445,000

 

 

PSU/RSU awards

 

$3,269,652

 

 

Total long-term incentives

 

$11,714,652

 

 

Other compensation

 

$98,796

 

$106,797

 

$86,768

Total Realizable Compensation(1)

 

$13,645,871

 

$2,439,220

 

$2,055,191

(10)

(1)

Ms. Stein separated from the Company in January 2024 pursuant to a separation agreement between Ms. Stein and the Company, dated as of November 29, 2023. The bonus amount shown in this table reflects the payment to Ms. Stein of her 2023 target bonus as provided for in her separation agreement and was not calculated by reference to her scorecard or the 2023 Company Multiplier.
(11)

Total realizable compensation was calculated usingThe amount shown consists of the following payments and benefits to Ms. Stein: (a) actual earned base salary,$1,908 in life insurance plan premiums and (b) cash bonus$13,200 in matching contributions to our 401(k) plan.

(12)
All amounts shown for Mr. Tyagarajan and Mr. Mehta are dollar-denominated amounts. For Mr. Tyagarajan, all amounts other non-equity compensation as disclosedthan those shown under the “Non-equity incentive plan compensation” and “Share awards” columns were paid or incurred in U.K. pounds sterling. For Mr. Mehta, all amounts other than those shown under the “Option awards” and “Share awards” columns were paid or incurred in Indian rupees. The exchange rate used to calculate amounts in the Summary Compensation Table, (c) equity award valuescompensation table reflecting such payments was INR 1/US$ 0.0121.
(13)
Mr. Tyagarajan stepped down as our President and Chief Executive Officer effective as of all restricted share units granted in each year multiplied by the share price on the last day of fiscal year 2015 of $24.98, (d) equity award values of all performance share units with performance periods ending within the measurement period at the determined outcome multiplied by the closing priceFebruary 9, 2024. Mr. Tyagarajan continues to serve as a member of our common shares on the last dayboard.
(14)
Mr. Kalra was appointed as our President, Chief Executive Officer and Director, effective as of fiscal year 2015 of $24.98 and (e)February 9, 2024.
(15)
Mr. Mehta was not an NEO in the case of stock options, the intrinsic value of all awards granted in each year calculated by subtracting the exercise price from the closing share price on the last day of fiscal year 2015 of $24.98.

2021 or 2022, so no compensation information is provided for him with respect to such years.

34 | GENPACT 2016 PROXY STATEMENT

48
2024 Proxy Statement 

TABLE OF CONTENTSThe following chart compares the fiscal year 2013, 2014 and 2015 Summary Compensation Table values for our CEO to realizable compensation values and provides our total shareholder return as

| EXECUTIVE OFFICER COMPENSATION
2023 Grants of the end of each fiscal year during the period from January 1, 2013 to December 31, 2015, assuming an investment of $100 in Genpact common shares on January 1, 2013.

GENPACT 2016 PROXY STATEMENT| 35


2015 GRANTS OF PLAN-BASED AWARDS

plan-based awards

The following table provides certain information regarding cash and equity incentive plan awards granted to our named executive officers during the fiscal year ended December 31, 2015.2023. The equity awards were granted under the 20072017 Omnibus Incentive Compensation Plan and the non-equity awards were granted under our 20152023 annual cash bonus plan.

Name

Grant

Date

 

Estimated Future Payouts Under Non-

equity Incentive Plan Awards(1)

 

Estimated Future Payouts Under

Equity Incentive Plan Awards(2)

 

All

Other

Stock

Awards:

Number

of

Shares

of Stock

or Units

(#)

 

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)

 

Exercise

Price of

Option

Awards

($/Sh)

 

Grant Date

Fair Value of

Stock and

Option

Awards

($)(3)

 

Threshold

($)

 

Target

($)

 

Maximum

($)

 

Threshold

(#)

 

Target

(#)

 

Maximum

(#)

 

 

 

 

N.V. TYAGARAJAN

 

270,000

 

1,200,000

 

3,600,000

 

 

 

 

 

 

 

EDWARD J. FITZPATRICK

3/9/2015

 

 

 

 

30,000

 

60,000

 

150,000

 

 

 

 

1,240,251

 

135,000

 

600,000

 

1,800,000

 

 

 

 

 

 

 

PATRICK COGNY

3/9/2015

 

 

 

 

12,500

 

25,000

 

62,500

 

 

 

 

516,771

 

90,000

 

300,000

 

900,000

 

 

 

 

 

 

 

ARVINDER SINGH

3/9/2015

 

 

 

 

20,000

 

40,000

 

100,000

 

 

 

 

826,834

 

90,000

 

300,000

 

900,000

 

 

 

 

 

 

 

MOHIT THUKRAL

3/9/2015

 

 

 

 

20,000

 

40,000

 

100,000

 

 

 

 

826,834

 

64,128

 

213,759

 

641,277

 

 

 

 

 

 

 

Name
Grant
date
Estimated future payouts
under non-equity incentive
plan awards(1)
Estimated future payouts
under equity incentive
plan awards(2)
All other
stock
awards:
number of
shares of
stock or
units
(#)
All other
option
awards:
number of
securities
underlying
options
(#)
Exercise
price of
option
awards
($)
Grant date
fair value
of stock
and option
awards
($)(3)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
N.V. Tyagarajan
3/15/2023
45,840
91,680
​220,032
91,680
8,052,254
292,500
1,300,000
3,900,000
Michael Weiner
3/15/2023
14,325
28,650
68,760
17,190
2,016,330
140,625
625,000
1,875,000
Balkrishan Kalra
3/15/2023
22,463
44,927
​107,824
15,791
2,674,735
210,938
750,000
2,250,000
Piyush Mehta
3/15/2023
12,090
24,180
58,032
8,365
1,433,721
77,804
345,797
1,037,391
Kathryn Stein
3/15/2023
15,468
30,937
74,248
9,878
1,798,393
146,250
650,000
1,950,000

(1)

(1)

RepresentsThe amounts shown in this column represent the cash bonus opportunity range under our 20152023 annual cash bonus plan, which is summarized under “Compensation Discussiondiscussion and Analysis—analysis—Compensation Components—components—Annual Cash Bonus”cash bonus” above. For Mr. Tyagarajan, the cash award target was 190%approximately 144% of his base salary, and for the other named executive officers, the cash bonus award target ranged between 50% andwas 100% of base salary. For Mr. Thukral, who is compensated in Indian rupees, amounts in this column were calculated after converting his salary in local currency at a rate of US$1/0.0156463 INR. For the actual amounts paid to each named executive officer, see the “Non-Equity Incentive Plan Compensation”“Non-equity incentive plan compensation” column of the “Summary Compensation Table”“2023 Summary compensation table” above. Amounts shown in the “Threshold” column represent the payments that would result from attainment of threshold performance with respect to botheach of (a) the company multiplier,Company Multiplier, for which threshold performance is 50% of target, and (b) the individual scorecard financial metrics, for which threshold performance is 75% of target.target for each metric, and (c) the individual scorecard non-financial metrics, for which there is no minimum performance threshold and therefore threshold performance has been assumed at 0%. Amounts shown in the “Maximum” column represent the payments that would result from attainment of the highest level of performance with respect to both (a) the company multiplier,Company Multiplier, for which the maximum performance level is 200% of target, and (b) the overall individual scorecard result, for which the maximum performance level for each metric is 150% of target.

See “Compensation discussion and analysis—Compensation components— Annual cash bonus” above for a description of our annual bonus plan.

(2)

(2)

Represents performance sharePSU awards that willmay vest based on the level of attainment of the performance goals for the 2015 fiscal year,three-year performance period beginning January 1, 2023, subject to continued service through JanuaryMarch 10, 2018.2026. The actual number of shares that will vest, subjectissuable under the awards, if any (subject to continued service vesting), will not be 94%determinable until after the end of the target number of shares designated for each named executive officer.performance period. See “—“Compensation discussion and analysis—Compensation Discussion and Analysis—Compensation Components—Equity-Based Compensation”components—Equity-based compensation” above for a description of the awards.

(3)

(3)

Represents the grant date fair value of stock awards granted during the fiscal year ended December 31, 2015,2023, calculated in accordance with FASB ASC Topic 718. The aggregate grant date fair value of performance sharePSU awards is calculated in accordance with FASB ASC Topic 718, based on the probable outcome of the attainment of one or more pre-established performance objectives as of the grant date. Assumptions used in the calculation of these amounts are included in Note 18 “Stock-based compensation” to our audited consolidated financial statements for the fiscal year ended December 31, 2015 included in our Annual Report on Form 10-K. In accordance with rules promulgated by the SEC, the amounts shown for these awards exclude the impact of estimated forfeitures.

36 | GENPACT 2016 PROXY STATEMENT

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| EXECUTIVE OFFICER COMPENSATION
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

Narrative disclosure to summary compensation table and grants of plan-based awards table

Employment Agreementsagreements with Named Executive Officers

named executive officers

Summarized below are the material terms of our employment agreements with Messrs. Tyagarajan, Fitzpatrick and Cogny. We do not have an employment agreement with any otherour named executive officer.

officers.

N.V. Tyagarajan.Tyagarajan. We entered into an employment agreement with Mr. Tyagarajan on June 15, 2011, which supersedessuperseded his previous employment agreement, dated February 7, 2005. The employment agreement haswas amended on November 17, 2020 in connection with Mr. Tyagarajan’s relocation to the United Kingdom to address the payment of his cash compensation in local currency and the continued application of the covenants and certain other provisions under his employment agreement. The employment agreement had an indefinite term and may be terminatedwas terminable by us or Mr. Tyagarajan, subject to the severance provisions described below. TheMr. Tyagarajan stepped down as our President and Chief Executive Officer, effective as of February 9, 2024, and accordingly the employment agreement providesis no longer in effect as of such date.
Mr. Tyagarajan’s employment agreement provided for an annual base salary of not less than $600,000 and a target bonus of 125% of annual base salary. For 2023, the compensation committee set Mr. Tyagarajan’s base salary at $900,000, increased from $824,000 in 2022, and left his target bonus unchanged at $1,300,000, or approximately 144% of base salary. Mr. Tyagarajan iswas entitled to benefits and perquisites generally available to our other senior executives, reimbursement of automobile costs and $60,000 for personal costs. Mr. Tyagarajan iswas also entitled to four weeks of paid vacation per year.

Pursuant to the terms of the employment agreement, Mr. Tyagarajan was granted the following equity awards on June 15, 2011:

(i) Options covering 250,000 common shares of the Company at a per share exercise price of $15.34, the closing price of our common shares on the June 15, 2011 grant date of the options. In connection with the special cash dividend paid in September 2012, the number of shares was adjusted to 283,625 shares and the exercise price per share was adjusted to $13.52. The options vested in four equal annual installments upon Mr. Tyagarajan’s completion of each year of employment over the four-year period measured from June 17, 2011.

(ii) Restricted share units covering 200,000 common shares of the Company. The restricted share units vested in four equal annual installments upon Mr. Tyagarajan’s completion of each year of employment with the Company over the four-year period measured from June 17, 2011. In connection with the special cash dividend paid in September 2012, the 150,000 shares then unvested was adjusted to 170,175 shares.

(iii) Performance shares covering a target number of 100,000 common shares of the Company (subsequently adjusted to a target number of 113,450 common shares as a result of the special cash dividend paid in September 2012). These performance shares vested on December 31, 2013 at 115.373% of the target shares.

Pursuant to the terms of his employment agreement, in March 2012 Mr. Tyagarajan was granted additional performance shares covering a target number of 100,000 common shares of the Company (subsequently adjusted to a target number of 113,450 common shares as a result of the special cash dividend paid in September 2012), which vested at 122.184% of the target shares on December 31, 2014 (based on 2012 performance goal attainment). In May 2013 Mr. Tyagarajan was granted additional performance shares covering a target number of 100,000 common shares which were to vest on January 10, 2016 but were forfeited for failure to satisfy the specified performance criteria.

In August 2012, Mr. Tyagarajan’s awards were amended so that the purchase of our shares by an affiliate of Bain Capital would not be deemed to be a change in control (and therefore not result in an accelerated vesting of the awards) and also to amend the definition of a change in control for future events. In order to comply with the rules set forth under Section 409A of the Internal Revenue Code of 1986, as amended, in connection with the amendment to Mr. Tyagarajan’s restricted share unit grant, the Company agreed to issue Mr. Tyagarajan an additional 30,000 restricted share units (which were adjusted to 34,035 as a result of the special cash dividend) following the closing of Bain Capital’s share purchase. These restricted share units vest on December 31, 2016 subject to continued employment.

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For purposes of Mr. Tyagarajan’s employment agreement, the term “good reason” means a material reduction in the nature of Mr. Tyagarajan’s authorities or duties, a material reduction in base compensation, requiring Mr. Tyagarajan to report to any person other than our board of directors or a material relocation of Mr. Tyagarajan’s principal place of employment, which has not been cured by us within 30 days following notice of such event by Mr. Tyagarajan.

If Mr. Tyagarajan’s employment ishad been terminated by us without cause or by Mr. Tyagarajan for good reason, then in addition to any earned but unpaid salary or bonus and payment for accrued but unused vacation, Mr. Tyagarajan iswould have been entitled to payment of an amount equal to the sum of (I) two times Mr. Tyagarajan’s then current base salary and (II) two times the annual bonus received for the fiscal year preceding the fiscal year in which the termination occurs.occurred. In addition, we willthe agreement required us to reimburse Mr. Tyagarajan for the cost of acquiring health benefits for himself and his dependents at the same level of coverage and benefits as is provided to our US-based senior executives for two years following the date of termination, or any earlier date on which he and his dependents becomebecame eligible for such health benefits from another employer.

Mr. Tyagarajan’s payments upon termination of employment described above arewere subject to his execution of a release of all claims against us and our affiliates. The release would also be executed by us and release Mr. Tyagarajan from any claims by us relating to Mr. Tyagarajan’s employment or services other than claims based on acts or omissions of Mr. Tyagarajan that involve fraud or which arewere not known to the non-employee directors on the date of such release. The release also includes a mutual non-disparagement provision.

Under his employment agreement, for two years after the termination of his employment, Mr. Tyagarajan will beis subject to certain non-competenon-competition and non-solicitation covenants.

Edward J. Fitzpatrick.

Michael Weiner. On June 26, 2014,July 16, 2021, we entered into an employment agreement with Mr. FitzpatrickWeiner, effective as of August 2, 2021, in connection with his appointment as our Chief Financial Officer. The employment agreement has an indefinite term and may be terminated by us or Mr. Fitzpatrick,Weiner, subject to the severance provisions described below. The employment agreement provides for an annual base salary of not less than $600,000 and a target bonus of 100% of annual base salary. Mr. Weiner’s base salary was set at $625,000 for 2023. In addition, Mr. FitzpatrickWeiner is entitled to benefits and perquisites generally available to our other senior executivesemployees and four weeks of paid vacation per year.

Pursuant to the terms of his employment agreement, Mr. Fitzpatrick was granted the following equity awards on July 15, 2014:

(i) Options covering 250,000 common shares of the Company at a per share exercise price of $18.05, the closing price of our common shares on July 15, 2014, the grant date of the options. The options vest with respect to 50% of the shares upon completion of 3 years of employment and with respect to the remaining 50% upon completion of 5 years of employment. The options will vest in full in the event of Mr. Fitzpatrick’s termination by the Company without cause or Mr. Fitzpatrick’s termination for good reason within 24 months following a change in control of the Company. Upon Mr. Fitzpatrick’s termination of employment by reason of death or disability, or his termination by the Company without cause, the options will vest on a pro-rated basis based on the period of service completed over the 5-year period measured from the grant date of the options less the number of shares subject to the options that vested prior to such termination.

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(ii) Restricted share units covering 116,343 common shares. The restricted share units vest in four equal annual installments upon Mr. Fitzpatrick’s completion of each year of employment with the Company over the four-year period measured from July 15, 2014. The restricted share units will vest in full in the event of Mr. Fitzpatrick’s termination by the Company without cause or Mr. Fitzpatrick’s termination for good reason within 24 months following a change in control of the Company. Upon Mr. Fitzpatrick’s termination of employment by reason of death or disability, or his termination by the Company without cause, the restricted share units will vest on a pro-rated basis based on the period of service completed over the 4-year period measured from the grant date of the award less the number of shares that vested prior to such termination.

In accordance with his employment agreement, Mr. Fitzpatrick was also granted performance share awards covering 60,000 target shares in 2015 and is entitled to receive performance share awards covering 52,000 target shares in 2016, each of which will vest and convert into common shares based on performance metrics and service requirements established by the compensation committee for such years. These additional performance awards are subject to accelerated vesting in the event of Mr. Fitzpatrick’s termination by the Company without cause or Mr. Fitzpatrick’s termination for good reason within 24 months following a change in control of the Company, and pro-rata vesting in the event of his termination by the Company without cause.

For purposes of Mr. Fitzpatrick’sWeiner’s employment agreement, the term “good reason” means a material reduction in the nature of Mr. Fitzpatrick’sWeiner’s authorities or duties or a material reduction in base compensation, requiring Mr. Fitzpatrick to report to any person other than our CEO or a material relocation of Mr. Fitzpatrick’s principal place of employment,salary, which has not been cured by us within 30 days following notice to us of such event by Mr. Fitzpatrick.Weiner.
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Pursuant to the terms of the employment agreement, Mr. Weiner was granted the following equity awards on August 10, 2021:
an option covering 298,864 common shares. The option vests and becomes exercisable with respect to 50% of the shares subject to the option three years from August 2, 2021 (the “Effective Date”) and with respect to the remaining 50% of the shares subject to the option five years from the Effective Date, provided Mr. Weiner remains in employment or service with the Company through each such date.
an RSU award covering 39,169 common shares. The RSUs vest in two equal successive annual installments upon completion of each year of service over the two-year period measured from the Effective Date.
a 2021 PSU award covering a target number of 19,584 common shares.
In the event of Mr. Fitzpatrick’sWeiner’s termination for good reason or by the Company without cause, Mr. FitzpatrickWeiner will receive severance benefits that consist of (a) a cash lump-sum payment equal to 100%the sum of (a) 12 months of his then current base salary, andpayable in installments over 12 months, (b) a cash lump-sum payment in an amount equal to Mr. Weiner’s pro-rated target bonus for the year of termination based on the period of employment in the year of termination and (c) a lump sum payment equal to the cost of acquiring health benefits for himself, his spouse and his eligible dependents for up18 months following termination.
In addition, in the event such termination occurs prior to or more than 24 months following a change of control of the Company (as defined in our 2017 Omnibus Incentive Compensation Plan), Mr. Weiner’s then outstanding time-based options, time-based RSUs and PSUs with respect to which the performance period has been completed prior to termination such that the award remains subject only to time-based vesting will vest on the termination date with respect to the number of shares that would have vested had Mr. Weiner continued in service for a period of 12 months following termination. Paymentthe termination date (the “Additional Shares”). All time-based options may be exercised for any Additional Shares vesting under the time-based option and any previously-vested shares for six months following the termination date (or if earlier, upon the expiration of the severance benefits is conditionedterm of the time-based option).
In the event such termination occurs within 24 months following a change of control, Mr. Weiner’s outstanding time-based options, time-based RSUs and PSUs will vest in full on the termination date (with respect to the number of shares then subject to the awards). All time-based options (including with respect to any previously-vested shares) will remain exercisable for a period of 6 months following the termination date (or if earlier, upon the expiration of the term of the time-based option).
Mr. Fitzpatrick’s execution of a general release of all claims. In addition, the equity awards granted under the Agreement will accelerate and vest as described above.

Mr. Fitzpatrick’sWeiner’s payments upon termination of employment described above are subject to his execution of a release of all claims against us and our affiliates. In addition, Mr. FitzpatrickWeiner will be subject to certain non-competenon-competition and non-solicitation covenants for one year after the termination of his employment.

Patrick Cogny.    Under Mr. Cogny’s

Balkrishan Kalra. On November 30, 2021, we entered into an employment agreement with Mr. Kalra, which agreement was amended and restated effective as of February 9, 2024 in December 2015,connection with his appointment as our President and Chief Executive Officer. The 2021 employment agreement had an indefinite term and could be terminated by us or Mr. Cogny is entitledKalra, subject to the severance provisions described below. The 2021 employment agreement provided for an annual base salary of not less than $513,500$680,000 and a target bonus of 100% of annual base salary. Mr. Kalra’s base salary was set at $750,000 for 2023. In addition, Mr. Kalra is entitled to benefits and perquisites generally available to our other employees and paid vacation in accordance with Company policy.
For purposes of Mr. Kalra’s 2021 employment agreement, the term “good reason” means a material reduction in the nature of Mr. Kalra’s authorities or duties or a material reduction in base salary, which has not less than $300,000.  Additionally, ifbeen cured by us within 30 days following notice to us of such event by Mr. Cogny’s employment is terminatedKalra.
In the event of Mr. Kalra’s termination for good reason or by the Company exceptwithout cause, Mr. Kalra will receive severance benefits that consist of a cash payment equal to the sum of (a) (i) 6 months of Mr. Kalra’s base salary and (ii) one week of Mr. Kalra’s base salary for each year of service with the Company up to a maximum of 12 weeks, payable in installments over 12 months, (b) a lump-sum payment in an amount equal to Mr. Kalra’s pro-rated target bonus for the year of termination based on the period of employment in the year of termination and (c) a lump sum payment equal to the cost of acquiring health benefits for himself, his spouse and his eligible dependents for 18 months following termination.
In addition, in the event such termination occurs prior to or more than 24 months following a change of control of the Company (as defined in our 2017 Omnibus Incentive Compensation Plan), Mr. Kalra’s then outstanding time-based options, time-based RSUs and PSUs with respect to which the performance period has been completed prior to termination such that the award remains subject only to time-based vesting will vest on the termination date with respect to the number of shares that would have vested
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had Mr. Kalra continued in service for a serious breachperiod of 12 months following the termination date (the “Additional Shares”). All time-based options may be exercised for any Additional Shares vesting under the time-based option and any previously-vested shares for six months following the termination date (or if earlier, upon the expiration of the term of the time-based option).
In the event such termination occurs within 24 months following a change of control, Mr. Kalra’s outstanding time-based options, time-based RSUs and PSUs will vest in full on the termination date (with respect to the number of shares then subject to the awards). All time-based options (including with respect to any previously-vested shares) will remain exercisable for a period of 6 months following the termination date (or if earlier, upon the expiration of the term of the time-based option).
Mr. Kalra’s payments upon termination of employment described above are subject to his execution of a release of all claims against us and our affiliates. In addition, Mr. Kalra will be subject to certain non-competition and non-solicitation covenants for one year after the termination of his employment.
Piyush Mehta. On November 24, 2021, we entered into an employment agreement with Mr. Mehta. The employment agreement has an indefinite term and may be terminated by us or Mr. Mehta, subject to the severance provisions described below. The employment agreement provides for an annual base salary of 25,440,000 Indian rupees (approximately $342,578 as of such date) and a target bonus of 100% of annual base salary. For 2023, Mr. Mehta’s base salary was set at INR 28,582,000 (approximately $345,797). Mr. Mehta is entitled to benefits and perquisites generally available to our other senior executives and employees based in India and paid vacation in accordance with Company policy.
For purposes of Mr. Mehta’s employment agreement, the term “good reason” means a material reduction in the nature of Mr. Mehta’s ‘s authorities or duties or a material reduction in base salary, which has not been cured by us within 30 days following notice to us of such event by Mr. Mehta.
In the event of Mr. Mehta’s termination for good reason or by the Company without cause, Mr. Mehta will receive severance benefits that consist of a cash payment equal to the sum of (a) (i) 6 months of Mr. Mehta’s base salary and (ii) one week of Mr. Mehta’s base salary for each year of service with the Company up to a maximum of 12 weeks, payable in installments over 12 months, (b) a lump-sum payment in an amount equal to Mr. Mehta’s pro-rated target bonus for the year of termination based on the period of employment in the year of termination and (c) a lump sum payment equal to the cost of acquiring health benefits for himself, his spouse and his eligible dependents for 18 months following termination.
In addition, in the event such termination occurs prior to or more than 24 months following a change of control of the Company (as defined in our 2017 Omnibus Incentive Compensation Plan), Mr. Mehta’s then outstanding time-based options, time-based RSUs and PSUs with respect to which the performance period has been completed prior to termination such that the award remains subject only to time-based vesting will vest on the termination date with respect to the number of shares that would have vested had Mr. Mehta continued in service for a period of 12 months following the termination date (the “Additional Shares”). All time-based options may be exercised for any Additional Shares vesting under the time-based option and any previously-vested shares for six months following the termination date (or if earlier, upon the expiration of the term of the time-based option).
In the event such termination occurs within 24 months following a change of control, Mr. Mehta’s outstanding time-based options, time-based RSUs and PSUs will vest in full on the termination date (with respect to the number of shares then subject to the awards). All time-based options (including with respect to any previously-vested shares) will remain exercisable for a period of 6 months following the termination date (or if earlier, upon the expiration of the term of the time-based option).
Mr. Mehta’s payments upon termination of employment described above are subject to his execution of a release of all claims against us and our affiliates. In addition, Mr. Mehta will be subject to certain non-competition and non-solicitation covenants for one year after the termination of his employment.
Kathryn Stein. On November 30, 2021, we entered into an employment agreement with Ms. Stein. Ms. Stein separated from the Company effective as of January 12, 2024. Accordingly, the employment agreement serious misconductis no longer in effect as of such date. Ms. Stein’s employment agreement had an indefinite term and was terminable by us or serious negligence, he willMs. Stein, subject to the severance provisions described below. The employment agreement provided for an annual base salary of $550,000 and a target bonus of 100% of annual base salary. Ms. Stein’s salary was set at $650,000 for 2023. In addition, Ms. Stein was entitled to benefits and perquisites generally available to our other employees and paid vacation in accordance with Company policy.
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For purposes of Ms. Stein’s employment agreement, the term “good reason” means a material reduction in the nature of Ms. Stein’s authorities or duties or a material reduction in base salary, which has not been cured by us within 30 days following notice to us of such event by Ms. Stein.
Under the agreement, upon Ms. Stein’s termination for good reason or by the Company without cause, Ms. Stein was entitled to receive severance benefits consisting of a one-timecash payment equal to the sum of $550,000. 

2007(a) (i) 6 months of Ms. Stein’s base salary and (ii) one week of Ms. Stein’s base salary for each year of service with the Company up to a maximum of 12 weeks, payable in installments over 12 months, (b) a lump-sum payment in an amount equal to Ms. Stein’s pro-rated target bonus for the year of termination based on the period of employment in the year of termination and (c) a lump sum payment equal to the cost of acquiring health benefits for herself, her spouse and her eligible dependents for 18 months following termination.

In addition, such a termination prior to or more than 24 months following a change of control of the Company (as defined in our 2017 Omnibus Incentive Compensation Plan

Plan) entitled Ms. Stein to the vesting, as of the termination date, of a portion of the shares underlying her then outstanding time-based options, time-based RSUs and PSUs subject only to time-based vesting to the extent such shares would have vested had Ms. Stein continued in service for a period of 12 months following the termination date (the “Additional Shares”). All time-based options remain exercisable for any Additional Shares vesting under the time-based option and any previously-vested shares for six months following the termination date (or if earlier, upon the expiration of the term of the time-based option).

In the event such termination had occurred within 24 months following a change of control, Ms. Stein’s outstanding time-based options, time-based RSUs and PSUs would have vested in full on the termination date (with respect to the number of shares then subject to the awards). All time-based options (including with respect to any previously-vested shares) will remain exercisable for a period of 6 months following the termination date (or if earlier, upon the expiration of the term of the time-based option).
Ms. Stein’s payments upon termination of employment described above are subject to her execution of a release of all claims against us and our affiliates. In addition, Ms. Stein is subject to certain non-competition and non-solicitation covenants for one year after the termination of her employment.
Incentive compensation plans
We adopted our 2017 Omnibus Incentive Compensation Plan, or the 2017 Plan, on May 9, 2017 as a successor to our 2007 Omnibus Incentive Compensation Plan, or the 2007 Plan. The 2017 Plan on July 13,was amended and restated in April 2019 and approved by our shareholders at our 2019 annual general meeting. The 2017 Plan was subsequently amended and restated in April 2022 and approved by our shareholders at our 2022 annual general meeting. No grants may be made under the 2007 and amended it on April 15, 2011, April 11, 2012 and August 1, 2012.

Stock Options

We did not grant any stock optionsPlan after the date of adoption of the 2017 Plan. Grants that were outstanding under the 2007 Plan as of the Company’s adoption of the 2017 Plan remain subject to our named executive officers in 2015.

GENPACT 2016 PROXY STATEMENT| 39


the terms of the 2007 Plan.

Restricted Share Units

We did not grant any restricted share units to our named executive officers in 2015.

Performance Share Awards

unit awards

The performance sharesRSUs granted to our named executive officers in 20152023 under the 2017 Plan vest with respect to one-third of the shares underlying the award on January 10th of each year from 2024 through 2026, subject to each NEO’s service through each vesting date.
The awards may be assumed, substituted or continued in connection with a change of control and continue to vest based on the vesting requirements of the awards. If not assumed, substituted or continued, then the awards will convert into actual common sharesvest in full and become payable at the time of the change of control. An RSU award will vest in full in the event of a participant’s termination by the Company without cause within 24 months following a change of control of the Company based on the Company’s attainment of certain performance goals measured over the period beginning January 1, 2015 and ending December 31, 2015 and the individual’s continued servicein connection with the Company through January 10, 2018. Each award specifies a target number of performance shares. The actual number of common shares of the Company into which the performance sharesaward is assumed, continued or substituted.
Additionally, RSUs will convert is calculated by multiplyingvest on a pro-rated basis with respect to the number of target performance shares designatedthat would have vested on the vesting date after an NEO’s termination date in the event of such officer’s termination by reason of death, disability or retirement prior to full vesting of the award. As described above, under the award byemployment agreements for our NEOs other than Mr. Tyagarajan, the RSUs are also subject to partial acceleration upon certain involuntary terminations without a performance percentage ranging from 0% to 250% based on the Company’s adjusted income from operations, adjusted income from operations margin, new bookings and revenue during the period from January 1, 2015 to December 31, 2015. Adjusted income from operations and adjusted income from operations margin are qualifying criteria and for the other two goals there are three designated levelschange of attainment: threshold, target and outstanding. If performance for any metric is below the threshold, no payout will occur. Based on our 2015 adjusted income from operations, adjusted income from operations margin, new bookings and revenue growth, the 2015 performance shares will vest at 94% of the target number of shares.

control.

The performance share awardsRSUs (and any shares issued thereunder or proceeds from the sale of such shares) are subject to potential forfeiture in the event of a breach of restrictive covenants.
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Performance share unit awards
The PSU awards granted to our named executive officers in 2023 under the 2017 Plan will convert into common shares of the Company based on the Company’s attainment of the Adjusted EPS and revenue goals measured each year in the performance period beginning January 1, 2023 and ending December 31, 2025, the impact of a relative TSR modifier and the individual’s continued service with the Company through March 10, 2026. Each award specifies a target number of PSUs. The number of common shares of the Company into which the PSUs may convert is calculated by multiplying the number of target PSUs designated under the award by a performance percentage ranging from 0% to 240%, including the potential impact of the relative TSR modifier.
Under each award, the goals are weighted 75% to Adjusted EPS performance and 25% to revenue performance during each of the three years in the performance period, and there are three designated levels of attainment: threshold, target and outstanding. Each of the two performance goals under the 2023 awards is independent, such that failure of the Company to achieve the threshold performance level for one goal will affect the overall vesting percentage but will not prevent the awards from vesting with respect to the other goal for which threshold performance was attained, assuming at least one of the two goals is met at the threshold level at a minimum. See “Compensation Discussionthe section titled “Equity-based compensation—2023 Performance share unit awards” above for more information.
If a change of control of the Company occurs prior to the end of the performance period on December 31, 2025, the number of shares issuable under each 2023 PSU award will be at the target level. If a change of control of the Company occurs after the end of the performance period but before the end of the service vesting period on March 10, 2026, the number of shares issuable will be based on actual performance. The awards may be assumed, substituted or continued in connection with a change of control and Analysis—Recovery Policy.”

continue to vest based on the service vesting requirements of the awards. If not assumed, substituted or continued, then the awards will vest in full (at target or based on actual performance, as applicable) and become payable at the time of the change of control. A PSU award will vest in full in the event of a participant’s termination by the Company without cause within 24 months following a change of control of the Company in connection with which the award is assumed, continued or substituted.

Additionally, each of the PSU awards will vest on a pro-rated basis based on the target number of shares in the event of the recipient’s termination by reason of death or disability and based on actual performance in the event of the recipient’s termination by reason of retirement during the service period. As described above, under the employment agreements for our NEOs other than Mr. Tyagarajan, the PSU awards are subject to partial acceleration upon certain involuntary terminations without a change of control.
Our PSU award agreements include a clawback provision that provides that we have the right to terminate the award and cancel any shares issued under the award and be paid any proceeds received by a named executive officer from the sale of shares issued under the award if such officer has breached any restrictive covenant contained in any agreement with the Company during employment or during the one-year period following termination of employment or if the Company is required to prepare an accounting restatement for any part of the performance period due to material noncompliance with financial reporting requirements under the U.S. federal securities laws which the Company determines is the result of fraud, negligence, or intentional or gross misconduct by the participant.
Change of Control

control

Pursuant to the 2007 Plan and the 2017 Plan, unless otherwise provided in an individual award agreement, in the event of a change of control of our company,the Company, existing awards may be assumed, substituted or continued. If the awards are not so assumed, substituted or continued, then:

any options and SARs outstanding as of the date the change of control is determined to have occurred will become fully exercisable and vested, as of immediately prior to the change of control;
all performance units and cash incentive awards will be paid out as if target performance levels had been attained, but pro-rated based on the portion of the performance period that elapses prior to the change of control; and
all other outstanding awards will automatically be deemed exercisable or vested and all restrictions and forfeiture provisions related thereto will lapse as of immediately prior to such change of control.
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The treatment of outstanding PSU awards in the event of a change of control is determined to have occurred will become fully exercisable and vested, as of immediately prior todescribed above for the change of control;

2023 PSU awards.

all performance units and cash incentive awards will be paid out as if “target” performance levels had been attained, but pro-rated based on the portion of the performance period that elapses prior to the change of control;

performance share awards will become payable at target levels or based on actual performance depending on whether a change in control occurs during or after the performance period; and

all other outstanding awards will automatically be deemed exercisable or vested and all restrictions and forfeiture provisions related thereto will lapse as of immediately prior to such change of control.

Unless otherwise provided pursuant to an award agreement, a change of control is defined to mean any of the following events, generally:

during any period of twenty-four consecutive months, a change in the composition of a majority of our board of directors that is not supported by a majority of the incumbent board of directors;

the consummation of a merger, reorganization or consolidation or sale or other disposition of all or substantially all of our assets;

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during any period of twenty-four consecutive months, a change in the composition of a majority of our board of directors that is not supported by a majority of the incumbent board of directors;

the consummation of a merger, reorganization or consolidation or sale or other disposition of all or substantially all of our assets;

the approval by our shareholders of a plan of our complete liquidation or dissolution; or

an acquisition by any individual, entity or group of beneficial ownership of a percentage of the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors that is equal to or greater than 25%.
Retirement benefits

an acquisition by any individual, entity or group (other than Bain Capital or any of its affiliates) of beneficial ownership of a percentage of the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors that is equal to or greater than 25% (in the case of Bain Capital or any of its affiliates the threshold is 50%).

Retirement Benefits

We provide our employees in the United States including our CEO, with a tax-qualified defined contribution 401(k) plan, pursuant to which employees may elect to defer pre-tax salary amounts up to the limits set by the Internal Revenue Code. We match 100% of the first 4% of salary deferred by our employees under the 401(k) plan.

plan up to the IRS-defined limit for qualified plans.

In the UK, we provide employees with a defined contribution pension scheme which meets the statutory requirements prescribed under local law. Employees contribute 3% of their pre-tax salary into the scheme, and the Company contributes an additional 6% of employees’ pre-tax salaries.
In India, we maintain a Gratuity Plan, which is a defined benefit plan, and a Provident Fund Plan, which is a defined contribution plan, each as required under applicable law.

GENPACT 2016 PROXY STATEMENT| 41

Nonqualified deferred compensation
The Deferred Compensation Plan provides a select group of management or highly compensated employees, which includes our U.S.-based named executive officers, with the opportunity to defer their base salary and their qualifying bonus compensation pursuant to the terms of the Deferred Compensation Plan. The Deferred Compensation Plan also provides for discretionary employer contributions. See the section titled “Nonqualified deferred compensation plan” below for a description of the Deferred Compensation Plan.
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2015 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

2023 Outstanding equity awards at fiscal year end

The following table provides information regarding each outstanding equity award held by our named executive officers as of December 31, 2015.

2023.
Name
Option Awards
Stock Awards
Number of
securities
underlying
unexercised
options
exercisable
(#)
Number of
securities
underlying
unexercised
options
unexercisable
(#)
Option
exercise
price
($)
Option
expiration
date
Number of
shares or
units of
stock that
have not
vested
(#)
Market value
of shares or
units of stock
that have
not vested
($)(1)
Equity incentive
plan awards:
number of
shares, units or
other rights
that have not
vested
(#)
Equity incentive
plan awards:
market value of
shares, units or
other rights
that have not
vested
($)(1)
N.V. Tyagarajan
2,133,106(2)
30.29
5/7/2028
113,064(3)
3,924,451
91,311(4)
3,169,405
91,680(5)
3,182,213
91,680(6)
3,182,213
Michael Weiner
298,864(7)
51.06
8/9/2031
26,134(8)
907,111
24,349(4)
845,154
28,650(5)
994,442
17,190(6)
596,665
Balkrishan Kalra
70,000(9)
27.65
3/31/2026
70,000(10)
24.74
3/29/2027
70,000(11)
31.50
4/1/2028
216,130(12)
216,131(12)
27.70
1/9/2029
187,724(13)
39.97
3/3/2031
52,883(14)
1,835,569
103,412(15)
52.12
1/9/2032
40,249(4)
1,397,043
44,927(5)
1,559,416
15,791(6)
548,106
Piyush Mehta
70,000(9)
27.65
3/31/2026
50,000(11)
31.50
4/1/2028
138,083(12)
138,084(12)
27.70
1/9/2029
64,763(16)
44.26
3/28/2031
29,697(3)
​1,030,783
55,153(15)
52.12
1/9/2032
24,349(4)
845,154
24,180(5)
839,288
8,365(6)
290,349
Kathryn Stein
50,000(11)
31.50
4/1/2028
84,051(12)
27.70
1/9/2029
53,990(17)
53,991(17)
43.94
2/18/2030
98,802(13)
39.97
3/3/2031
36,657(14)
1,272,364
96,518(15)
52.12
1/9/2032
27,442(4)
952,512
30,937(5)
1,073,823
9,878(6)
342,865

Name

(1)

Option Awards

Stock Awards

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

(#)

Option Exercise

Price

($)

Option

Expiration Date

Number of

Shares or Units

of Stock That

Have Not Vested

(#)

Market Value of

Shares or Units

of Stock That

Have Not Vested

(#)(1)

Equity Incentive

Plan Awards:

Number of

Shares, Units or

Other Rights

That Have Not

Vested (#)

Equity Incentive

Plan Awards:

Market Value of

Shares, Units or

Other Rights

That Have Not

Vested ($)(1)

N.V. TYAGARAJAN

410,462(2)

14.22

4/19/2017

283,625(3)

9.52

5/6/2019

51,052(4)

14.32

3/11/2020

283,625(5)

13.52

6/14/2021

1,500,000(6)

19.35

5/30/2023

34,035(7)

850,194

EDWARD J.

FITZPATRICK

250,000(8)

18.05

7/14/2024

87,258(9)

2,179,704

56,435(10)

1,409,746

PATRICK COGNY

14,749(11)

6.33

12/14/2018

20,421(4)

14.32

3/11/2020

100,000(6)

19.35

5/30/2023

26,656(12)

665,866

23,514(10)

587,380

ARVINDER SINGH

102,615(2)

14.22

4/19/2017

22,690(4)

14.32

3/11/2020

145,000(6)

19.35

5/30/2023

35,186(12)

878,946

37,623(10)

939,823

MOHIT THUKRAL

102,615(2)

14.22

4/19/2017

27,228(4)

14.32

3/11/2020

145,000(6)

19.35

5/30/2023

35,186(12)

878,946

37,623(10)

939,823

(1)

Represents the aggregate market value of the shares subject to the award calculated using the NYSE closing price of our common shares on December 31, 2015.

2023.

(2)

(2)

These options were granted on April 20, 2007 and fully vested on December 31, 2012.

(3)

These options wereThis option was granted on May 7, 20098, 2018 and fully vested on May 1, 2014.8, 2023.

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| EXECUTIVE OFFICER COMPENSATION

(3)

(4)

These options wereRepresents a PSU award granted on March 12, 201029, 2021, which vests based on the level of attainment of performance goals for the 2021 calendar year and fully vestedcontinued service through January 10, 2024. The performance period for this award was completed on February 1, 2014.

December 31, 2021, and the number of shares subject to the award is based on actual performance attainment at 133.447%.

(4)

(5)

These options wereRepresents a PSU award granted on June 15, 2011March 20, 2022, which vests based on the level of attainment of performance goals for the 2022 calendar year and fully vestedcontinued service through January 10, 2025. The performance period for this award was completed on June 17, 2015.

December 31, 2022, and the number of shares subject to the award is based on actual performance attainment at 108.382%.

(5)

(6)

These options wereRepresents a PSU award granted on May 31, 2013March 15, 2023, which vests based on the level of attainment of three-year performance goals for the 2023, 2024 and 2025 calendar years and continued service through March 10, 2026. The actual number of shares issuable under the award, if any (subject to continued service vesting), will not be determinable until after the end of the performance period.

(6)
Represents RSUs granted on March 15, 2023, which will vest with respect to 50%in three equal installments on January 10, 20162024, 2025 and 50% on January 10, 2018,2026, subject to continued service through each vesting date.

(7)

(7)

Represents restricted share unitsThis option was granted on February 12, 2013 that fully vest on December 31, 2016. The accounting charge for this grant is included in 2012 in accordance with ASC 718 because all of the conditions to the grant were satisfied in October 2012.

(8)

These options were granted on July 15, 2014August 10, 2021 and will vest with respect to 50% of the option on July 15, 2017each of August 2, 2024 and 50% on July 15, 2019,August 2, 2026, subject to continued service through each vesting date.

(8)

(9)

Represents restricted share unitsa PSU award granted on July 15, 2014 that vested with respectAugust 10, 2021, which vests based on the level of attainment of performance goals for the 2021 calendar year and continued service through January 10, 2024. The performance period for this award was completed on December 31, 2021, and the number of shares subject to 25% on July 15, 2015. The remainder of the restricted share units will vest with respect to 25% on July 15, 2016, 25% on July 15, 2017 and 25% on July 15, 2018.

(10)

Represents performance share awards granted on March 9, 2015,award is based on actual performance attainment at 94%133.447%.

(9)
This option was granted on April 1, 2016 and fully vested on January 10, 2021.
(10)
This option was granted on March 30, 2017 and fully vested on January 10, 2022.
(11)
This option was granted on April 2, 2018 and fully vested on April 2, 2023.
(12)
This option was granted on January 10, 2019 and vested with respect to 50% of the option on January 10, 2022. The remaining 50% of the option will vest on January 10, 2024, subject to continued service through the vesting date.
(13)
This option was granted on March 4, 2021 and will vest with respect to 50% of the option on each of January 10, 2024 and January 10, 2026, subject to continued service through each vesting date.
(14)
Represents a PSU award granted on March 4, 2021, which vests based on the level of attainment of performance goals for the 2021 calendar year and continued service through January 10, 2024. The performance period for these awardsthis award was completed on December 31, 2015. However,2021, and the awards will not fully vest until completionnumber of shares subject to the service period on January 10, 2018.

(11)

These options were granted on December 15, 2008 and fully vested on December 1, 2013.

(12)

Represents performance share awards granted on April 28, 2014award is based on actual performance attainment at 106.627%133.447%. The performance period for these awards

(15)
This option was completed on December 31, 2014. However, the awards will not fully vest until completion of the service periodgranted on January 10, 2017.

2022 and will vest with respect to 50% of the option on each of January 10, 2025 and January 10, 2027, subject to continued service through each vesting date.
(16)
This option was granted on March 29, 2021 and will vest with respect to 50% of the option on each of January 10, 2024 and January 10, 2026, subject to continued service through each vesting date.
(17)
This option was granted on February 19, 2020 and vested with respect to 50% of the option on February 19, 2023. The remaining 50% of the option will vest on February 19, 2025, subject to continued service through the vesting date.

42 | GENPACT 2016 PROXY STATEMENT

57
2024 Proxy Statement 

TABLE OF CONTENTS

| EXECUTIVE OFFICER COMPENSATION
2015 OPTION EXERCISES AND STOCK VESTED

2023 Option exercises and stock vested

The following table provides information regarding exercises of Company options and vesting of stock awards for each of our named executive officers during the fiscal year ended December 31, 2015.

 

 

Option Awards

 

Stock Awards

Name

 

Number of

Shares Acquired

on Exercise (#)

 

Value

Realized on

Exercise ($)(1)

 

Number of

Shares

Acquired on

Vesting (#)

 

Value

Realized on

Vesting ($)

N.V. TYAGARAJAN

 

362,429

 

6,814,571

 

56,725(2)

 

1,226,395

EDWARD J. FITZPATRICK

 

—     

 

—     

 

29,085(3)

 

640,161

PATRICK COGNY

 

142,028

 

1,550,586

 

—      

 

—     

ARVINDER SINGH

 

—     

 

—     

 

5,673(4)

 

129,288

MOHIT THUKRAL

 

—     

 

—     

 

5,673(4)

 

129,288

2023.

 
Option awards
Stock awards
Name
Number of shares
acquired on exercise
(#)
Value realized
on exercise
($)(1)
Number of shares
acquired on vesting
(#)
Value realized
on vesting
($)
N.V. Tyagarajan
1,050,000
26,146,947
32,152(2)
1,503,749
Michael Weiner
13,645(3)
501,181
Balkrishan Kalra
67,280
1,833,758
15,004(2)
701,737
Piyush Mehta
32,500
796,191
8,058(2)
376,873
Kathryn Stein
84,050
1,160,829
9,286(2)
434,306

(1)

(1)

Represents the aggregate price at whichvalue of the shares acquired upon exercise, of the options were sold, net of the exercise price paid for acquiring the shares.

(2)

(2)

These shares vested and were issued, net of shares withheld for taxes, on June 17, 2015January 10, 2023 pursuant to an RSU awardPSU awards granted in June 2011.

February 2020.

(3)

(3)

These shares vested and were issued, net of shares withheld for taxes, on July 15, 2015August 2, 2023 pursuant to an RSU award granted in July 2014.

August 2021.
2023 Pension benefits

(4)

These shares vested and were issued, net of shares withheld for taxes, on June 1, 2015 pursuant to an RSU award granted in June 2011.

2015 PENSION BENEFITS

The following table provides information about certain pension benefits provided to our named executive officers for the fiscal year ended December 31, 2015.

2023.

Name

 

Plan Name

 

Number of

Years Credited

Service

(#)

 

Present Value of

Accumulated

Benefit ($)(1)(2)

 

Payments

During Last

Fiscal Year

($)

N.V. TYAGARAJAN

 

 

 

 

EDWARD J. FITZPATRICK

 

 

 

 

PATRICK COGNY

 

 

 

 

ARVINDER SINGH

 

 

 

 

MOHIT THUKRAL

 

Gratuity Plan for

Indian Employees

 

17.43

 

97,815

 

Name
Plan name
Number of
years
credited
service
(#)
Present
value of
projected
benefit
obligation
($)(1)(2)
Payments
during last
fiscal year
($)
N.V. Tyagarajan
Michael Weiner
Balkrishan Kalra
Piyush Mehta
Gratuity Plan for
Indian Employees
22
142,597
Kathryn Stein

(1)

(1)

We are required to provide all Indian employees with benefits under a Gratuity Plan, which is a defined benefit plan. Assumptions used in the calculation of this amount are included in Note 17—Employee benefit plans” to our audited consolidated financial statements for the fiscal year ended December 31, 20152023 included in our Annual Report on Form 10-K.

(2)

(2)

The foreign exchange rate used to calculate amounts in this table is US$1/INR 0.0156463.

1/US$0.0121.
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| EXECUTIVE OFFICER COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGENonqualified deferred compensation plan
The following table sets forth certain information with respect to our Deferred Compensation Plan as of December 31, 2023 for our named executive officers who were eligible and elected to participate.
Name
Executive
contributions
in 2023
($)(1)
Company
contributions
in 2023
($)
Aggregate
earnings
in 2023
($)(2)
Aggregate
withdrawals/
distributions
($)
Aggregate
balance at
12/31/2023
($)(3)
N.V. Tyagarajan
Michael Weiner
Balkrishan Kalra
694,475
​846,956
​5,170,672
Piyush Mehta
Kathryn Stein
(1)
Contributions are included in the Summary compensation table under the “Salary” and “Non-equity incentive plan compensation” columns for Mr. Kalra. Non-equity incentive plan awards were earned with respect to fiscal 2023 but awarded after the end of the fiscal year and, accordingly, the deferred amounts were contributed to the Deferred Compensation Plan in 2024. This column excludes amounts contributed in 2023 but earned with respect to fiscal 2022.
(2)
Earnings include realized and unrealized gains and losses, capital gains and losses, and dividends paid. Because the deferrals of non-equity incentive plan compensation earned with respect to fiscal 2023 did not occur until after the end of the fiscal year, no earnings on these amounts are included in this column.
(3)
Includes contributions of non-equity incentive plan compensation that was earned with respect to fiscal 2023 but contributed to the Deferred Compensation Plan in 2024.
The Deferred Compensation Plan provides a select group of management or highly compensated employees (within the meaning of the Employee Retirement Income Security Act of 1974, as amended) of Genpact LLC and participating affiliates, including our U.S.-based named executive officers, the opportunity to defer from 1% up to 80% of their base salary and from 1% up to 100% of their qualifying bonus compensation (or such other minimums or maximums as determined by the administrator of the Deferred Compensation Plan). Participant deferrals are 100% vested at all times. The Deferred Compensation Plan also allows discretionary supplemental employer contributions by Genpact USA, Inc. (the “Member”), in the Member’s sole discretion, to be credited to some or all participant accounts. Discretionary supplemental employer contributions, if made, will be subject to a two-year vesting schedule (50% vesting on the one-year anniversary of approval of the contribution and 50% vesting on the second year anniversary of approval of the contribution, subject in each case to the participant’s continuing service) or such other vesting schedule as determined by the Member at the time the contribution is approved.
A participant’s compensation deferrals and discretionary supplemental employer contributions (if any) will be credited or debited with notional investment gains and losses equal to the experience of selected hypothetical investment funds offered under the Deferred Compensation Plan and elected by the participant. The administrator of the Deferred Compensation Plan has the discretion to establish procedures by which the participants can change their investment elections among the available alternatives. Currently, participants can change their elections on a daily basis, subject to excessive trading limits.
A participant may elect to receive his or her deferred compensation and earnings thereon either (a) in a specified year or (b) following separation from service, in a single sum or in annual installments over a period of up to 15 years.
If a participant does not make an election with respect to the timing and/or form of payment, the deferred compensation will be paid in a lump sum upon participant’s separation from service. Any supplemental employer contribution will be paid upon a participant’s separation from service in the form of payment elected by the participant, unless otherwise designated by the Member at the time the contribution is authorized. Pursuant to the terms of the Deferred Compensation Plan, payments may be accelerated in certain circumstances, including death of the participant, unforeseeable emergency, limited cashouts, payment of taxes, certain limited offsets to satisfy debt due to the Company, failure of the Plan to meet statutory requirements and termination of the Deferred Compensation Plan.
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2024 Proxy Statement 

TABLE OF CONTROLCONTENTS

| EXECUTIVE OFFICER COMPENSATION
Potential payments upon termination or change of control
Below is a description of the potential payments and benefits that would be provided to our named executive officers upon termination of their employment or a change of control under their employment agreements and award agreements under the Company StockIncentive Compensation Plans.

GENPACT 2016 PROXY STATEMENT| 43


Employment Agreements

Employment agreements with Named Executive Officers

named executive officers

We have entered into agreements with Messrs. Tyagarajan, Cogny and Fitzpatrickour named executive officers that provide for certain payments and benefits to be paid upon certain terminations of employment. See “—Narrative Disclosure“Narrative disclosure to Summary Compensation Tablesummary compensation table and Grantgrants of Plan-Based Awards Table—plan-based awards table—Employment Agreementsagreements with Named Executive Officers”named executive officers” above for a description of these provisions.

Company Stock Plans

Incentive compensation plans
The treatment of outstanding equity awards undergranted to our 2007 Plannamed executive officers in 2023 in the event of certain terminations of employment and/or a change of control is described above under “Narrative Disclosuredisclosure to Summary Compensation Tablesummary compensation table and Grantsgrants of Plan-Based Awards Table – 2007 Omnibus Incentive Compensation Plan.plan-based awards table—“Restricted share unit awards” and “Performance share unit awards. Under
The treatment of outstanding equity awards granted to our named executive officers in 2021 and 2022 in the event of certain terminations of employment is generally the same as with respect to the 2023 grants, except that (a) the equity compensation plans utilized by usawards granted prior to 2023 do not include any acceleration in the adoptionevent of the 2007 Plan (the 2007 Plan together with all prior plans, the “Company Stock Plans”), upon the occurrence of a change of control (as defined below) or dissolution or liquidation, our board of directors may provide that all Company options will become immediately exercisable. Our board of directors may also, upon at least ten days’ advance notice, cancel any outstanding Company options and paytermination due to the holders of such Company options, in cash or shares, the value of such Company options based upon the price per share received by our other shareholdersretirement, (b) in the event of a change of control. Our obligations under the Company Stock Plans will be binding upon any successor corporation or organization. The term “change of control” for the purposes of our Company Stock Plans, other than the 2007 Plan, is defined as the following: (a) the acquisition by any person or entity (other than Glory Investments A Limited or any of its affiliates or successors (including Bain Capital)), directly or indirectly, of more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of our directors, including, without limitation, as a result, in whole or part, by reason of a sale or other disposition by Glory Investments A Limited or any of its affiliates or successors; (b) any merger, consolidation, reorganization, recapitalization, tender or exchange offer or any other transaction with or affecting us as a result of which a person or entity other than Glory Investments A Limited or any of its affiliates owns after such transaction, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of our directors; or (c) the sale, lease, exchange, transfer or other disposition to any person or entity, other than an Investor, of all or substantially all, of our assets and our consolidated subsidiaries.

Generally, except as described below, our Company option or other equity award agreements with our named executive officers do not provide for accelerated vesting upon a termination of employment.

Under Mr. Tyagarajan’s 2013 option grant, 25% of the shares subject to the option will vest upon a termination without cause or for good reason, and 20% of the shares subject to the option will vest upon aofficer’s termination by reason of death or disability, in each case prior to full vesting of the option. The option vests in full upon a change in control. The restricted share units granted to Mr. Tyagarajan in 2013 vest in full upon a change in control or upon termination of employment by reason of death or disability, by the Company without cause or by Mr. Tyagarajan for good reason.

44 | GENPACT 2016 PROXY STATEMENT


Under his 2014 option grant, Mr. Fitzpatrick’s options will vest in full in the event of Mr. Fitzpatrick’s termination by the Company without cause or his termination for good reason within 24 months following a change in control of the Company. Upon Mr. Fitzpatrick’s termination of employment by reason of death or disability, or his termination by the Company without cause, the options will vest on a pro-rated basis based on the period of service completed over the 5-year period measured from the grant date of the options until the date of termination, less the number of shares subject to the options that vested prior to such termination. The restricted share units granted to Mr. Fitzpatrick in 2014 will vest in full in the event of Mr. Fitzpatrick’s termination by the Company without cause or Mr. Fitzpatrick’s termination for good reason within 24 months following a change in control of the Company. Upon Mr. Fitzpatrick’s termination of employment by reason of death or disability, or his termination by the Company without cause, the restricted share units will vest on a pro-rated basis based on the period of service completed over the 4-year period measured from the grant date of the award until the date of termination, less the number of shares that vested prior to such termination. The performance share units granted to Mr. Fitzpatrick pursuant to his employment agreement vest (i) on a pro-rated basis in the event of his termination by the Company without cause prior to the end of the applicable service period2021 and (ii) in full in the event of his involuntary termination within 24 months following a change in control.

Additionally, each of the performance share2022 PSU awards granted to our named executive officers will vest on a pro-rated basis based on actual performance, while the 2023 PSU awards vest on a pro-rated basis based on target performance, and (c) RSU awards granted to our named executive officers prior to 2023 do not include any acceleration in the event of the executive’sa named executive officer’s termination by reason of death or disability.

GENPACT 2016 PROXY STATEMENT| 45

60
2024 Proxy Statement 

TABLE OF CONTENTS

| EXECUTIVE OFFICER COMPENSATION
TERMINATION AND CHANGE OF CONTROL POTENTIAL PAYMENTS AND BENEFITS TABLE

Termination and change of control potential payments and benefits table

The amounts includeddisclosed in the table below do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. The amounts indicated are based on the payments and benefit costs that would have been incurred by the Company if the named executive officer’s employment had terminated as of the last business day of the fiscal year ended December 31, 2015.2023. The amounts included below do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. Where applicable, the value of one of our common shares on December 31, 201529, 2023 was $24.98,$34.71, which was the closing market price of our common shares on the NYSE as of thaton such date.

 

 

 

 

 

 

 

Change of Control

Name

 

Involuntary

Termination

without Cause

($)

 

Involuntary

Termination

for Cause

($)

 

Termination

with Good

Reason(1) ($)

 

Voluntary

Termination

Other than

Death or

Disability ($)

 

Termination

due to Death

or Disability ($)

 

Accelerated

Vesting if Award

not Assumed,

Substituted or

Continued by

the Acquiring

Entity ($)

 

Award

Assumed,

Substituted or

Continued by

the Acquiring

Entity ($)

N.V. TYAGARAJAN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Severance

 

4,660,000(2)

 

 

4,660,000(2)

 

 

 

 

Equity Treatment

 

5,072,694(3)

 

 

5,072,694(3)

 

 

2,539,194(4)

 

9,295,194(5)

 

9,295,194(5)

Health and Welfare

 

    19,988(6)

 

 

     19,988(6)

 

 

 

 

TOTAL

 

9,752,682   

 

 

9,752,682   

 

 

2,539,194

 

9,295,194

 

9,295,194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EDWARD J. FITZPATRICK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Severance

 

600,000(7)  

 

 

600,000(7)

 

 

 

 

Equity Treatment

 

1,262,132(8)  

 

 

       —

 

 

1,262,132(8)

 

5,321,961(9)

 

 

Health and Welfare

 

13,705(10)

 

 

    13,705(10)

 

 

 

 

TOTAL

 

1,875,837     

 

 

613,705     

 

 

1,262,132

 

5,321,961

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PATRICK COGNY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Severance

 

    550,000(11)

 

      — (12)

 

(12)

 

      — (12)

 

 315,057(12)(13)

 

 

Equity Treatment

 

 

 

       —

 

 

639,721(14)

 

1,816,281(15)

 

Health and Welfare

 

 

 

       —

 

 

 

 

TOTAL

 

550,000      

 

 

       —

 

 

954,778

 

1,816,281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARVINDER SINGH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Severance

 

 

 

       —

 

 

 

 

Equity Treatment

 

 

 

       —

 

 

899,256(14)

 

2,635,153(15)

 

Health and Welfare

 

 

 

       —

 

 

 

 

TOTAL

 

 

 

       —

 

 

899,256

 

2,635,153

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MOHIT THUKRAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Severance

 

 

 

       —

 

 

—  

 

 

Equity Treatment

 

 

 

       —

 

 

899,256(14)

 

2,635,153(15)

 

Health and Welfare

 

 

 

       —

 

 

 

 

TOTAL

 

 

 

       —

 

 

899,256

 

2,635,153

 

 
 
 
 
 
 
Change of control(2)
Name
Involuntary
termination
without cause
($)
Involuntary
termination
for cause
or voluntary
termination other
than death,
disability
or retirement
($)
Termination
with good
reason(1)
($)
Termination
due to
retirement
($)
Termination
due to death
or disability
($)
Accelerated
vesting upon
qualifying
termination or
if award
not assumed,
substituted or
continued by
the acquiring
entity
($)
Award
assumed,
substituted
or continued
by the
acquiring
entity
($)
N.V. Tyagarajan
Cash Severance
3,846,000(3)
3,846,000 (3)
Equity Treatment
​2,121,475(11)
8,158,893(4)
13,458,321(5)
Health and Welfare(6)
35,614
35,614
TOTAL
3,881,614
3,881,614
​2,121,475
8,158,893
13,458,321
Michael Weiner
Cash Severance
1,250,000(7)
1,250,000(7)
Equity Treatment
​1,106,008(8)
​1,106,008(8)
​530,369(11)
2,000,927(4)
3,343,384(9)
Health and Welfare(6)
36,319
36,319
TOTAL
​2,392,328
​2,392,328
​530,369
​2,000,927
3,343,384
Balkrishan Kalra
Cash Severance
1,298,077(7)
1,298,077(7)
Equity Treatment
3,533,351(8)
3,533,351(8)
​702,484(11)
3,469,459(4)
6,855,265(9)
Health and Welfare(6)
36,319
36,319
TOTAL
4,867,747
4,867,747
​702,484
3,469,459
6,855,265
Piyush Mehta
Cash Severance
598,495(7)
598,495(7)
Equity Treatment
2,095,533(8)
2,095,533(8)
​376,534(11)
1,970,765(4)
3,973,556(9)
Health and Welfare(6)
370(10)
370(10)
TOTAL
2,694,398
2,694,398
​376,534
1,970,765
3,973,556
Kathryn Stein
Cash Severance
1,063,562(7)
1,063,562(7)
Equity Treatment
1,975,858(8)
1,975,858(8)
​472,206(11)
2,379,617(4)
4,230,805(9)
Health and Welfare(6)
36,176
36,176
TOTAL
3,075,596
3,075,596
​472,206
2,379,617
4,230,805

(1)

(1)

See definitions of “good reason” in “—Narrative Disclosure“Narrative disclosure to Summary Compensation Tablesummary compensation table and Grantsgrants of Plan-Based Awards Table—plan-based awards table—Employment Agreementsagreements with Named Executive Officers—N.V. Tyagarajan, Patrick Cogny and Edward J. Fitzpatrick.named executive officers.

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(2)

(2)

The following terms apply to outstanding awards in the event of a change of control:

outstanding awards may be assumed, substituted or continued, in which case there is no accelerated vesting of the awards;

PSUs, options and RSUs granted to our NEOs vest in full upon a termination without cause or for good reason (a “qualifying termination”) within 24 months following a change of control in which the awards are assumed, substituted or continued; and
if outstanding awards are not assumed, substituted or continued, then they vest in full upon a change of control.
(3)
Amount represents the payment of an amount equal to two times the sum of (i) Mr. Tyagarajan’s annual base salary of $630,000$900,000 and (ii) the annual bonus he received for the fiscal year preceding the fiscal year of termination, which annual bonus was $1,700,000$1,023,000 in 2014.

2022.

(4)

(3)

Amount represents the estimated value of accelerated vesting of a prorated portion of unvested (i) unvested restricted share unitsPSUs granted in 20132021 and 2022, calculated at actual performance, (ii) Company optionsPSUs granted in 2013 which2023, calculated based on target performance, and (iii) RSUs granted in 2023, with respect to the number of shares that would have vested on the next vesting date.

(5)

(4)

Amount represents the estimated value of accelerated vesting of all unvested (i) unvested restricted share unitsPSUs granted in 20132021 and 2022, calculated at actual performance, (ii) 20% of Company optionsPSUs granted in 2013.

46 | GENPACT 2016 PROXY STATEMENT


(5)

Amount represents the estimated value of accelerated vesting of (i) unvested restricted share units2023, calculated based on target performance, and (iii) RSUs granted in 2013 and (ii) unvested Company options granted in 2013. Pursuant to Mr. Tyagarajan’s outstanding equity award agreements, the unvested portion of his awards will vest in full upon a change in control, whether or not assumed, substituted or continued.  

2023.

(6)

(6)

AmountFor each NEO, this amount represents the estimated value of providing Mr. Tyagarajanthe NEO and histhe NEO’s dependents with health benefits for two yearsthe period defined in such NEO’s employment agreement (18 months for Ms. Stein and Messrs. Kalra, Mehta and Weiner, and 24 months for Mr. Tyagarajan) following the date of termination at the same level of coverage provided to our U.S.-based senior executives. This amount isexecutives based in the same jurisdiction. The amounts are calculated based on the present value of the maximum liability with respect to Mr. Tyagarajaneach NEO and hissuch NEO’s dependents under our applicable benefit plan in effect as of December 31, 2015.

2023.

(7)

(7)

Amount represents (i) for Mr. Weiner, the paymentsum of an amount equal to Mr. Fitzpatrick’s annual12 months of his base salary of $600,000.

(8)

Amount represents the estimated value of the pro-rated vesting of (i) unvested options granted in 2014, (ii) restricted share units granted in 2014 which would have vested on the next vesting date and (iii) performance share units granted in 2015 calculated at actual performance.

(9)

Amount represents the estimated value of the full vesting of (i) unvested options granted in 2014, (ii) restricted share units granted in 2014 and (iii) performance shares granted in 2015 calculated at actual performance.

(10)

Amount represents the estimated value of providing Mr. Fitzpatrick and his dependents with health benefitstarget bonus for twelve months following2023, and (ii) for Ms. Stein and Messrs. Kalra and Mehta, the date of termination at the same level of coverage provided to our U.S.-based senior executives. This amount is calculated based on the present value of maximum liability with respect to Mr. Fitzpatrick and his dependents under our applicable benefit plan in effect as of December 31, 2015.

(11)

Amount represents the payment in lump sum of $550,000 pursuant to Mr. Cogny’s(a) six months of such NEO’s base salary, (b) one additional week of salary for each year of employment agreement in the event of his termination without cause. In such an event, Mr. Cogny’s employment agreement also provides for the Company’s reimbursement of his reasonable expenses incurred in relocating himself and his family to Europe, including the cost of temporary housing, costs for the relocation of goods, including storage, and business class airfare. Because such relocation expenses are not estimable at this time, they are not reflected in this table.

(12)

In the event of the termination of Mr. Cogny’s employment for any reason other than bywith the Company without Cause, Mr. Cogny is entitled(up to reimbursement from the Companya maximum of 12 additional weeks) and (c) such NEO’s total annual target bonus for the cost of business class airfare to Europe for him and his family. Because such expenses are not estimable at this time, they are not reflected in this table.

2023.

(8)

(13)

Amount represents the payment of an amount equal to Mr. Cogny’s earned but unpaid bonus as of December 31, 2015.

(14)

Amount represents the estimated value of pro-rated vesting of performance shares granted in 2014 and 2015, calculated at actual performance.

(15)

Amount represents the estimated value of accelerated vesting of the portion of all outstanding unvested (i) PSUs, (ii) RSUs and (iii) Company options, in each case that would have vested within 12 months after the termination date of December 31, 2023 had the NEO continued in service with the Company through such date.

(9)
Amount represents the estimated value of accelerated vesting of all performance sharesoutstanding and unvested equity awards granted to the NEO.
(10)
This amount was converted from Indian rupees at the rate of INR 1/US$0.0121.
(11)
Amount represents the estimated value of accelerated vesting of a prorated portion of unvested (i) PSUs granted in 2014 and 2015,2023, calculated at actualtarget performance, and (ii) unvested Company optionsRSUs granted in 2013.

2023, with respect to the number of shares that would have vested on the next vesting date. Under the 2023 PSUs, a prorated portion of the award will vest on an accelerated basis based on actual performance in the event of a termination due to retirement, but because actual performance for the 2023 PSUs will not be determined until after the end of the performance period on December 31, 2025, target performance has been used to calculate the estimated value of accelerated vesting upon a termination due to retirement for purposes of this table.

GENPACT 2016 PROXY STATEMENT| 47

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| EXECUTIVE OFFICER COMPENSATION
PROPOSAL 2 – NON-BINDING VOTE ON EXECUTIVE COMPENSATION

UnderCEO pay ratio

For 2023, Mr. Tyagarajan’s total annual compensation as disclosed in the Dodd-Frank Wall Street ReformSummary compensation table was $9,987,346, and Consumer Protectionthe total annual compensation (taking into account a cost-of-living adjustment for wages paid to employees outside the U.S.) for our median employee, located in India, was $29,132, resulting in a pay ratio of 343:1. We have employees in more than 35 countries, and more than 90% of our employees are located outside of the U.S. Most of these non-U.S. employees are based in India and other countries in which wage levels have historically been significantly lower than wage levels in the U.S. and Western Europe for comparably skilled professionals.
We used the following methodology and assumptions to identify the median employee and calculate the annual total compensation of the median-paid employee:
We selected October 1, 2022 as the date on which to determine our median employee. As of that date, we had more than 118,000 active, full-time employees, of which only approximately 8,000 were located in the U.S.
SEC regulations allow employers to identify the median based on a consistently applied compensation measure, or CACM. We used (A) annualized base salary plus (B) target bonus or other incentive compensation for 2023 as our CACM because these two elements are consistently available across all countries where we have employees.
We ranked this compensation measure for our employees from lowest to highest. This calculation was performed for all employees, excluding Mr. Tyagarajan, whether employed on a full-time, part-time, or seasonal basis.
We converted amounts paid in foreign currencies to the U.S. dollar based on the applicable 2023 average exchange rates.
As permitted by SEC rules, we performed two separate calculations in identifying our median employee: one involved making a cost-of-living-adjustment (“COLA”) for individuals employed outside of the U.S. and Puerto Rico, and one did not employ a COLA for those individuals. We performed the COLA based on the figures available as of the determination date of October 1, 2022 from the World Bank Price Level Ratio of PPP Conversion Factor (GDP) to market exchange rate, available at http://data.worldbank.org/indicator/PA.NUS.PPPC.RF. Using the COLA, we determined that our median employee was an employee working in India as discussed above. The exchange rate we used to convert our median employee’s compensation to the U.S. dollar for 2023 was 1 Indian rupee to 0.0121 U.S. dollar, and based on the most recent figures available from the World Bank Price Level Ratio of PPP Conversion Factor (GDP) to market exchange rate, available at http://data.worldbank.org/indicator/PA.NUS.PPPC.RF, a COLA of 1 to 0.2870 was applied to this individual’s U.S. dollar-converted annual total compensation. Performing the median employee identification analysis without employing a cost-of-living adjustment, we determined that the 2023 annual total compensation for a different median employee, also located in India, was $9,596, resulting in a pay ratio of 1,041:1. The exchange rate we used to convert such employee’s 2023 compensation to the U.S. dollar was 1 Indian rupee to 0.0121 U.S. dollar. Because our median employee is located in India and our CEO was based in the U.K. in 2023, our CEO pay ratio is higher than it would be if our employee base were concentrated primarily in the U.K. or if most of our employees, including our CEO, were employed in the same jurisdiction.
We believe the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices, our pay ratio may not be comparable to the pay ratios reported by other companies.
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| EXECUTIVE OFFICER COMPENSATION
Pay versus performance
The table below shows the following information for the past four fiscal years: (i) total compensation for our principal executive officer (PEO) and, on average, our other named executive officers (non-PEO NEOs) as disclosed in the Summary compensation table above; (ii) the “compensation actually paid” to our PEO and, on average, to our non-PEO NEOs, calculated as required by SEC pay versus performance rules; (iii) our total shareholder return (TSR); (iv) the TSR of the peer group we use for purposes of Item 201(e) of Regulation S-K; (v) our net income; and (vi) our revenue. We selected revenue as the most important measure linking compensation actually paid to our NEOs for 2023 to Company performance because it is a primary metric in our annual non-equity incentive compensation plan, our 2023 PSU awards and our named executive officers’ 2023 bonus scorecards, as described in more detail in the section titled “Compensation discussion and analysis.”
“Compensation actually paid” does not represent the value of cash and Company common shares received by our NEOs during the year, but rather is an amount calculated in accordance with SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, the “compensation actually paid” amounts disclosed below differ from the compensation actually received by our NEOs.
Pay versus performance table
 
 
 
 
 
Value of initial fixed
$100 investment
based on:
 
 
Year
Summary
compensation
table total for
PEO(1)
Compensation
actually paid
to PEO(2)
Average
summary
compensation
table total for
non-PEO
NEOs(3)
Average
compensation
actually paid
to non-PEO
NEOs(2)
TSR(4)
Peer group
TSR(4)
Net income
(in $ '000)
Revenue
(in $ '000)
2023
9,987,346
(3,766,657)
3,083,329
(1,862,570)
86
170
631,255
4,476,888
2022
4,166,783
694,298
2,976,115
2,224,062
113
137
353,404
4,371,172
2021
6,646,011
27,436,323
4,275,935
8,907,805
128
208
369,448
4,022,211
2020
5,294,702
3,358,666
2,535,069
1,876,240
99
137
308,276
3,709,377
(1)
Represents the total compensation of our PEO, N.V. Tyagarajan, as reported in the Summary compensation table for each year reported in the table.
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(2)
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 above. The following table details the applicable adjustments that were made to determine “compensation actually paid” to our PEO and, on average, our non-PEO NEOs for each year reported in the table:
Executive(s)
Summary
compensation
table total
($)
Subtract:
reported
value of
equity
awards
granted
during
the year
($)
Add: year-end
fair value of
unvested
equity awards
granted
during the
year
($)
Add: change in
fair value of
outstanding
and unvested
equity awards
granted in
prior years
($)
Add: change in
fair value of
equity awards
granted in
prior years that
vested during
the year
($)
Compensation
actually paid
($)
2023
PEO
Non-PEO NEOs
9,987,346
3,083,329
8,052,254
1,980,794
5,333,634
1,199,500
(2,372,278)
(4,101,885)
(8,663,104)
(62,720)
(3,766,657)
(1,862,570)
2022
PEO
Non-PEO NEOs
4,166,783
2,976,115
2,252,530
1,812,167
4,229,564
2,525,815
(5,251,707)
(1,336,522)
(197,812)
(129,179)
694,298
2,224,062
2021
PEO
Non-PEO NEOs
6,646,011
4,275,935
4,080,420
2,979,374
6,001,454
4,237,676
13,782,911
3,332,710
5,086,367
40,858
27,436,323
8,907,805
2020
PEO
Non-PEO NEOs
5,294,702
2,535,069
3,366,017
1,386,350
2,233,927
1,056,272
(943,743)
(331,050)
139,797
2,299
3,358,666
1,876,240
(3)
Represents the average of the total compensation of each of our non-PEO NEOs as reported in the Summary compensation table for each year indicated. The non-PEO NEOs included in this calculation for each reported year are as follows:
2023: Michael Weiner, Balkrishan Kalra, Piyush Mehta and Kathryn Stein;
2022: Michael Weiner, Balkrishan Kalra, Darren Saumur and Kathryn Stein;
2021: Michael Weiner, Edward Fitzpatrick, Balkrishan Kalra, Darren Saumur and Kathryn Stein; and
2020: Edward Fitzpatrick, Balkrishan Kalra, Darren Saumur and Kathryn Stein.
(4)
TSR was determined assuming an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents the TSR of the peer group disclosed in our Annual Report on Form 10-K in accordance with Item 201(e) of Regulation S-K and consists of Accenture plc, Cognizant Technology Solutions Corp., ExlService Holdings, Inc., Infosys Technologies Limited, Wipro Technologies Limited, and WNS (Holdings) Limited.
Most important measures linking compensation actually paid during 2023 to company performance
Listed below in no particular order are the most important measures we used to link compensation actually paid to our NEOs for 2023 to Company performance. For further information regarding these performance measures and their function in our executive compensation program, please see the section in this Proxy Statement titled “Compensation discussion and analysis.”
2023 Most important measures (unranked)
• Revenue
• AOI margin
• Adjusted EPS
• Employee engagement score
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Relationship between compensation actually paid to our NEOs and company performance
The following graphs further illustrate the relationship between the pay and performance figures that are included in the Pay versus performance table above by comparing how our TSR (and the TSR of our peer group), net income and revenue, respectively, compare to the compensation actually paid to our NEOs for the years shown. As noted above, the amounts of “compensation actually paid” as used in this section and in the following graphs were calculated in accordance with SEC rules and do not represent the compensation actually received by our NEOs during the applicable years.

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Securities authorized for issuance under equity compensation plans
The following table provides information about the securities authorized for issuance under the 2017 Omnibus Incentive Compensation Plan, the 2007 Omnibus Incentive Compensation Plan and the Genpact Employee Stock Purchase Plans as of December 31, 2023.
Plan category
Number of
shares to be
issued upon
exercise of
outstanding
options and
rights(1)
Weighted
average
exercise
price of
outstanding
options and
rights(2)
Number of
shares
remaining
available for
future issuance
under equity
compensation
plans (excluding
shares in
first column)(3)
Equity compensation plans approved by shareholders
10,730,674
$35.77
12,267,750
Equity compensation plans not approved by shareholders
Total
10,730,674
$35.77
12,267,750
(1)
The performance periods for the PSUs granted in 2021 and 2022 are complete, so actual performance has been used to determine the number of shares issuable under such awards upon completion of the respective service periods. The number of shares issuable under the 2023 PSUs will not be determined until after the end of the performance period on December 31, 2025, so the target number of shares subject to each award has been used to estimate the number of shares issuable under such awards upon completion of the service period. Amounts in this column exclude (i) shares reserved for issuance under the Company’s Employee Stock Purchase Plans and (ii) shares issuable in 2024 under RSUs that vested as of December 31, 2023.
(2)
The weighted average exercise price does not take into account RSUs, PSUs, or purchase rights under the Company’s Employee Stock Purchase Plans.
(3)
The amounts in this column are comprised of (i) 1,508,676 shares reserved for issuance under the Company’s Employee Stock Purchase Plans and (ii) 10,759,074 shares available for issuance under the Company’s 2017 Omnibus Incentive Compensation Plan.
Compensation committee interlocks and insider participation
During fiscal 2023, Mmes. Lindstrom and Morken and Mr. Madden served as members of our compensation committee. No member of our compensation committee was at any time during fiscal 2023, or formerly, an officer or employee of Genpact Limited or any subsidiary of Genpact Limited. No member of our compensation committee had any relationship with us during fiscal 2023 requiring disclosure under Item 404 of Regulation S-K under the Securities Act enactedof 1933.
During fiscal 2023, none of our executive officers served as a member of the board of directors or compensation committee (or other committee serving an equivalent function) of any entity that had one or more executive officers serving as a member of our board of directors or compensation committee.
Compensation committee report
The compensation committee has reviewed and discussed the Compensation discussion and analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on its review and such discussions, the compensation committee recommended to the Company’s board of directors that the Compensation discussion and analysis be included in July 2010 (the “Dodd-Frank Act”),this proxy statement.
By the compensation committee of the board of directors of Genpact Limited.
Carol Lindstrom, Chair
James Madden
CeCelia Morken
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Board recommendation
The board recommends that you voteFOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules.





Proposal two —
Non-binding vote on executive compensation
The Company’s shareholders are entitled to vote at the annual general meeting to approve, on an advisory, non-binding basis, the compensation of our named executive officers, as disclosed in this proxy statement in accordance with the standards established under Item 402 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The shareholder vote on executive compensation is an advisory vote only, and it is not binding on the Company, or our Boardboard of directors or the compensation committee. The outcome of this advisory vote does not overrule any decision by the Company or the board of directors (or any committee thereof), or create or imply any additional fiduciary duties for the Company or the board of directors (or any committee thereof).

Although the vote is non-binding, our Boardboard of directors and the compensation committee value the opinions of theour shareholders and will consider the outcome of the vote when making future compensation decisions affecting the Company’s executive officers.

At the past three annual general meetings of our shareholders held in May of each of 2021, 2022 and 2023, the results of the shareholder advisory votes supported our executive compensation programs, with approximately 93%, 96% and 93% of the votes, respectively, having been cast for the approval of the compensation of our named executive officers.

Our shareholders are given the opportunity to vote on an advisory, non-binding basis on the compensation of our named executive officers annually. The next opportunity for our shareholders to vote on such a proposal will be at the 2025 annual general meeting of our shareholders. As described in the section titled “Compensation Discussiondiscussion and Analysis,analysis,” our executive compensation program has a strong pay-for-performance alignment and is designed to reward the achievement of our annual, long-term and strategic goals, such as increasing profitability, growing revenues improving operating margins,and deepening client relationships and managing employee attrition levels.relationships. It is also designed to align the interests of our executives, including our named executive officers, with those of our shareholders by rewarding performance that exceeds our goals, with the ultimate objective of increasing shareholder value. Shareholders are urged to read the foregoing “Compensation Discussiondiscussion and Analysis”analysis” section of this proxy statement, which more thoroughly discusses how we believe our compensation policies and procedures complement our compensation philosophy. Our Boardboard of directors and our compensation committee believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement.

We are asking our shareholders to vote for the following resolution:

“RESOLVED, that the Company’s shareholders hereby approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussiondiscussion and Analysisanalysis section, the various compensation tables and the accompanying narrative discussions.”
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BOARD RECOMMENDATION: The board recommends that you vote FOR the approval, on a non-binding, advisory basis,

Audit matters
Report of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules.

48 | GENPACT 2016 PROXY STATEMENT


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information about the securities authorized for issuance under the 2007 Omnibus Incentive Compensation Plan, the Gecis Global Holdings 2005 Stock Option Plan, the Genpact Global Holdings 2006 Stock Option Plan, the Genpact Global Holdings 2007 Stock Option Plan and the Genpact Employee Stock Purchase Plans as of December 31, 2015.

Plan Category

 

Number of Shares to

be Issued upon

Exercise of

Outstanding Options

and Rights(1)

 

Weighted Average

Exercise Price of

Outstanding Options

and Rights(2)

 

Number of Shares

Remaining Available for

Future Issuance under

Equity Compensation

Plans (Excluding Shares

in First Column)(3)

Equity compensation plans approved by shareholders

 

8,650,833

 

$16.99

 

11,370,601

Equity compensation plans not approved by shareholders

 

 

 

Total

 

8,650,833

 

$16.99

 

11,370,601

(1)

The performance periods for the performance shares granted in 2014 and 2015 are complete, so actual performance has been used to determine the number of shares issuable under such awards upon completion of the respective service periods.  Amounts in this column exclude (i) shares reserved for issuance under the Company’s Employee Stock Purchase Plan and (ii) shares issuable in 2016 under restricted share unit awards that vested as of December 31, 2015.

audit committee

(2)

The weighted average exercise price does not take into account restricted share units and performance shares or purchase rights under the Company’s Employee Stock Purchase Plan.

(3)

Includes 3,619,263 shares reserved for issuance under the Company’s Employee Stock Purchase Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2015, Messrs. Madden, Nunnelly and Scott served as members of our compensation committee. No member of our compensation committee was at any time during fiscal 2015, or formerly, an officer or employee of Genpact Limited or any subsidiary of Genpact Limited. No member of our compensation committee had any relationship with us during fiscal 2015 requiring disclosure under Item 404 of Regulation S-K under the Securities Act of 1933.

During fiscal 2015, none of our executive officers served as a member of the board of directors or compensation committee (or other committee serving an equivalent function) of any entity that had one or more executive officers serving as a member of our board of directors or compensation committee.

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on its review and such discussions, the compensation committee recommended to the Company’s board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

By the compensation committee of the board of directors of Genpact Limited.

Mark Nunnelly, Chair

James C. Madden

Robert Scott

GENPACT 2016 PROXY STATEMENT| 49


Audit Matters

REPORT OF THE AUDIT COMMITTEE

The audit committee has reviewed our audited consolidated financial statements for the fiscal year ended December 31, 20152023 and has discussed these financial statements with our management and independent registered public accounting firm.

The audit committee has also received from, and discussed with, KPMG, our independent registered public accounting firm, various communications that our independent registered public accounting firm is required to provide to the audit committee, including the matters required to be discussed by the applicable auditing standards adopted by the Public Company Accounting Oversight Board Auditing Standard No. 16, “Communications with Audit Committees”(PCAOB) and the Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended.

Securities and Exchange Commission.

Our independent registered public accounting firm also provided the audit committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence. The audit committee has discussed with the independent registered public accounting firm their independence from Genpact.

Based on its discussions with management and the independent registered public accounting firm, and its review of the information provided by management and the independent registered public accounting firm, the audit committee recommended to our board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2015.

2023.

By the audit committee of the board of directors of Genpact Limited.

Alex Mandl,

Mark Verdi, Chair


Stacey Cartwright
Laura Conigliaro

Robert Scott

Mark Verdi

50 | GENPACT 2016 PROXY STATEMENT


Tamara Franklin
CeCelia Morken
Brian Stevens
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PROPOSAL 3 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board recommendation
The board of directors believes that the appointment of KPMG as our independent registered public accounting firm is in the Company’s best interests and the best interests of our shareholders and therefore recommends a vote FOR approval of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Proposal three —
Approval of appointment of independent registered public accounting firm
Our audit committee has selected the firm of KPMG as our independent registered public accounting firm for the current fiscal year. KPMG has served as our independent registered public accounting firm since October 1, 2004. If this proposal is not approved at our 20162024 annual meeting, our audit committee will reconsider its selection of KPMG. Representatives of KPMG are not expected to be present at the annual meeting.

BOARD RECOMMENDATION: The board of directors believes that the selection of KPMG as our independent

Independent registered public accounting firm is in the Company’s best interestsfees and the best interests of our shareholders and therefore recommends a vote FOR this proposal.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS

other matters

The following table presents the aggregate fees billed for services rendered by KPMG, our independent registered public accounting firm, for the fiscal years ended December 31, 20152023 and 2014.

2022.

 

 

Fiscal 2015

 

Fiscal 2014

 

 

($ in thousands)

Audit fees

 

$2,585

 

$2,474

Audit-related fees

 

798

 

693

Tax fees

 

661

 

687

All other fees

 

103

 

40

Total fees

 

$4,147

 

$3,894

 
Fiscal 2023
Fiscal 2022
 
($ in thousands)
Audit fees
$3,055
$2,785
Audit-related fees
​1,208
1,426
Tax fees
​326
284
All other fees
​37
73
Total fees
$4,626
$4,568

Audit fees represent fees for services provided in connection with the audit of our consolidated financial statements, review of our interim consolidated financial statements, issuance of comfort/consent letters related to notes offerings, and audit services provided in connection with other statutory or regulatory filings. Audit-related fees consist primarily of assurance and related services. Assurance and related services mainly include SOC 1 (ISAE 3402) attestation and certification for submission to statutory and regulatory authorities. Tax fees include fees for professional services for tax compliance, assessment support and advisory services. All other fees include fees for services provided other than the services reported above.

Audit Committee’s Pre-approval Policycommittee’s pre-approval policy and Procedures

procedures

The audit committee has adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence of the registered public accounting firm. We may not engage the independent registered public accounting firm to render any audit or non-audit service unless either the service is approved in advance by the audit committee or the engagement to render the service is entered into pursuant to the audit committee’s pre-approval policies and procedures. From time to time, the audit committee may pre-approve services that are expected to be provided to Genpact by the independent registered public accounting firm during the following 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also subject to a maximum dollar amount. At regularly scheduled meetings of the audit committee, management or the independent registered public accounting firm report to the audit committee regarding services actually provided to Genpact.

During fiscal 2015,2023, no services were provided to Genpact by KPMG other than in accordance with the pre-approval policies and procedures described above.

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Important Informationinformation about the Annual General Meetingannual general meeting and Voting

voting

What is the purpose of the annual meeting?

At the annual meeting, shareholders will consider and act on the following matters:


1.

1

To elect eleven (11)ten (10) directors to hold office until the next annual election or until their successors are duly elected and qualified;

2.

2

To approve, on a non-binding, advisory basis, the compensation of our named executive officers;

3.

3

To ratify and approve the appointment of KPMG Assurance and Consulting Services LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2016;2024; and

4.

4

To transact such other business as may properly come before the annual meeting or any postponement or adjournment thereof.

Who can vote?

To be able to vote, you must have been a shareholder of record at the close of business on March 4, 2016.8, 2024. This date is the record date for the annual meeting.

Shareholders of record at the close of business on March 4, 20168, 2024 are entitled to vote on each proposal at the annual meeting. The number of outstanding common shares entitled to vote on each proposal at the meeting is 210,457,783.

180,333,144.

How many votes do I have?

Each common share of Genpact that you owned on the record date entitles you to one vote on each matter that is voted on at the annual meeting.

Is my vote important?

Your vote is important regardless of how many common shares you own. Please take the time to read the instructions below and vote. Choose the way to vote

that is easiest and most convenient for you and submit your proxy so your vote is cast as soon as possible.

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| Important Information about the Annual General Meeting and Voting
How do I vote?

If you are a record holder of Genpact shares, you may deliver your proxy to vote your shares in one of the following ways or you may vote in person at the annual meeting. If you hold your shares in “street name,” refer to the information in “CAN I VOTE IF MY SHARES ARE HELD IN ‘STREET NAME’?” below on how to vote your shares.

You may submit your proxy to vote online. If you have Internet access, you may submit your proxy to vote your shares from any location as described in the Notice.
You may submit your proxy to vote by telephone. If you request printed copies of the proxy materials, you may submit your proxy to vote your shares by telephone by calling 1 800-652-VOTE (8683) from within the US, US territories and Canada by following the instructions in the Notice.
You may submit your proxy to vote by mail.    You If you request printed copies of the proxy materials, you may vote by completing and signing the proxy card that accompanies this proxy statement and promptly mailing it in the enclosed postage-prepaid envelope.envelope provided. You do not need to put a stamp on the enclosed envelope provided if you mail it in the United States. The shares you own will be voted according to the instructions on the proxy card you mail. If you sign and return the proxy card, but do not give any instructions on a particular matter to be voted on as described in this proxy statement, the shares you own will be voted in accordance with the recommendations of our board of directors. The board of directors recommends that you vote FOR Proposals” each director nominee included in Proposal No. 1 and “FOR” Proposal Nos. 2 and 3.

You may submit your proxy to vote overby scanning the Internet.    If you have Internet access, youQR code. You may submit your proxy to vote your shares from any locationby scanning the QR code located in the world by following the “Electronic Voting Instructions” set forth on the enclosed proxy card.

Notice.

You may vote in person. If you attend the meeting at the location set forth in the accompanying Notice of 20162024 Annual General Meeting, you may vote by delivering your completed proxy card in person or you may vote by completing a ballot. Ballots will be available at the meeting. If you attend the meeting in person, you will need to bring an acceptable form of photo identification, such as a driver’s license or passport.

passport, along with evidence of your ownership of shares of the Company as of the record date.

52 | GENPACT 2016 PROXY STATEMENT


Why did I receive a notice regarding the availability of proxy materials instead of printed copies of these materials in the mail?

In accordance with rules promulgated by the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials to shareholders over the Internet. Most shareholders are receiving by mail the Notice, which provides general information about the annual meeting, the address of the website on which our proxy statement and annual report are available for review, printing and downloading, and instructions on how to submit proxy votes. For those who wish to receive their materials in a different format (e.g., paper copy by mail), the Notice contains instructions on how to do so. Shareholders who have elected to receive paper copies of the proxy materials will receive these materials by mail.
Can I change my vote after I have mailed my proxy card or after I have submitted my proxy to vote my shares over the Internet?

online or by telephone?

Yes. You can revoke your proxy and change your vote at any time before the polls close at the meeting by doing any one of the following things:

submitting another proxy to vote with a later date online, by telephone or by scanning the QR code;
signing and delivering another proxy with a later date to our Corporate Secretary, c/o Genpact LLC, 521 Fifth Avenue, 14th Floor, New York, NY 10175;
giving our Corporate Secretary written notice before or at the meeting that you want to revoke your proxy; or
voting in person at the meeting.

signing and delivering another proxy with a later date to our Corporate Secretary, c/o Genpact LLC, 1155 Avenue of the Americas, 4th Floor, New York, New York 10036 USA;

submitting another proxy to vote with a later date over the Internet;

giving our Corporate Secretary written notice before or at the meeting that you want to revoke your proxy; or

voting in person at the meeting.

Your attendance at the meeting alone will not revoke your proxy.

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| Important Information about the Annual General Meeting and Voting
Can I vote if my shares are held in “street name?”

If the shares you own are held in “street name” by a bank or brokerage firm, your bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your bank or brokerage firm provides you. Many banks and brokerage firms also offer the option of voting over the Internetonline or by telephone, instructions for which would be provided by your bank or brokerage firm on your vote instruction form.

If yourthe shares you own are held in street name,“street name” by a bank or brokerage firm, you must bring an account statement or letter from your brokerage firm or bank showing that you are the beneficial owner of the shares as of the record date in order to be admitted to the meeting on May 3, 2016.2, 2024. To be able to vote your shares held in street name at the meeting, you will need to obtain a proxy card from the holder of record.

What is a broker non-vote?

Generally, a “broker non-vote” occurs when a broker, bank or other nominee that holds shares in “street name” for customers is precluded from exercising voting discretion on a particular proposal because (1) the beneficial owner has not instructed the nominee how to vote, and (2) the nominee lacks discretionary voting power to vote such shares. Under New York Stock Exchange (“NYSE”)NYSE rules, a nominee does not have discretionary voting power with respect to the approval of “non-routine” matters absent specific voting instructions from the beneficial owners of such shares.

All proposals other than the ratificationapproval of KPMG as the Company’s independent registered public accountantsaccounting firm for fiscal year 20162024 are non-routine matters and, therefore, common shares held in “street name” will not be voted with respect to these proposals without voting instructions from the beneficial owners. You should follow the instructions provided by your nominee in directing your nominee on how to vote your shares.

What constitutes a quorum?

In order for business to be conducted at the annual meeting with respect to a particular matter, a quorum must be present for that particular matter. For each of the proposals described in the accompanying Notice of 20162024 Annual General Meeting, we will have a quorum if at least two shareholders are present in person or by proxy who hold or represent more than 50 percent of the outstanding shares entitled to vote, or at least 105,228,89290,166,573 shares. Common shares represented in person or by proxy (including “broker non-votes” and shares that abstain or do not vote with respect to a particular proposal to be voted upon) will be counted for the purpose of determining whether a quorum exists at the annual meeting for that proposal. “Broker non-votes” are shares that are held in “street name” by a bank or brokerage firm that indicates on its proxy that it does not have discretionary authority to vote on a particular matter.

If a quorum is not present, the annual meeting will be adjourned until a quorum is obtained.

GENPACT 2016 PROXY STATEMENT| 53


What vote isis required for each item?

For each of the proposals being considered at the annual meeting, approval of the proposal requires the affirmative vote of a simple majority of the votes cast. There is no cumulative voting in the election of directors. The election of each director nominee will be considered and voted upon as a separate proposal. Abstentions and broker “non-votes” are not counted as votes cast and will not affect the voting results on any proposals. If the proposal for the election of a director nominee does not receive the required majority of the votes cast, then the director will not be elected and the position on the board of directors that would have been filled by the director nominee will become vacant. The board of directors has the ability to fill any vacancy upon the recommendation of its nominating and governance committee.

How will votes be counted?

Each common share will be counted as one vote according to the instructions contained on a properly completed proxy, whether submitted by mail, over the Internet,online, by telephone or on a ballot voted in person at the annual meeting. Shares will not be voted in respect of a proposal if either (1) the shareholder abstains from voting on a particular matter, or (2) the shares are broker non-votes. If the shareholder signs and submits but does not indicate voting instructions on the proxy card, the proxies will have the authority to vote in respect of all proposals.

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| Important Information about the Annual General Meeting and Voting
Who will count the votes?

An

Computershare, our transfer agent, will serve as independent vote tabulator and will count the votes. ComputershareOur Chief Legal Officer, Heather White, has been appointed by the board of directors as the independent Inspector of Election and will determine the existence of a quorum and validity of proxies and ballots, and certify the results of the voting.

How does the board of directors recommend that I vote on the proposals?

The board of directors recommends that you vote:

FOR the election of the eleventen (10) directors listed under Proposal No. 1 to hold office until the next annual election or until their successors are duly elected;

elected and qualified;

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

FOR the ratification and approval of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

2024.

Will any other business be conducted at the meeting or will other matters be voted on?

The board of directors does not know of any other matters that may properly come before the meeting. If any other matter properly comes before the meeting, the persons named in the proxy card that accompanies this proxy statement, whether you submit your proxy by mail, online or through the Internet,by telephone, will exercise their judgment in deciding how to vote, or otherwise act, at the meeting with respect to that matter or proposal.

Where can I find the voting results?

We will report the voting results in a current report on Form 8-K within four business days of the 20162024 annual meeting.

How and when may I submit a shareholder proposal, including a shareholder nomination for director, for the 20172025 annual general meeting?

Our bye-laws contain advance notice procedures with regard to shareholder proposals not related to director nominations. If you are interested in submitting a proposal for inclusion in the proxy statement for the 20172025 annual general meeting, you need to follow the procedures outlined in Rule 14a-8 of the Securities Exchange Act of 1934, or the Exchange Act. To be eligible for inclusion, we must receive your shareholder proposal intended for inclusion in the proxy statement for our 20162025 Annual General Meeting of Shareholders at the New York City address set forth below no later than December 8, 2016.

November 20, 2024.

54 | GENPACT 2016 PROXY STATEMENT


Bermuda law provides that shareholders who collectively hold at least 5% of the total voting rights of our outstanding common shares, or any group comprised of at least 100 or more registered shareholders, may require a proposal to be submitted to an annual general meeting of shareholders. Bermuda law generally requires that notice of such a proposal must be deposited at our registered office not less than six weeks before the date of the meeting.

A shareholder’s notice to our corporate secretary must be in proper written form and must set forth, as to each matter the shareholder proposes to bring before the meeting:
a description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and if such business includes a proposal to amend our bye-laws, the language of the proposed amendment), the reasons for conducting the business at the meeting and any material interest in such business of such shareholder on whose behalf the proposal is made;
the name and record address of the shareholder;
the class and number of shares of our share capital which are owned and of record by the shareholder;
a representation that the shareholder is a holder of record of our shares entitled to vote at the meeting and that the shareholder intends to appear in person or by proxy at the meeting to propose such business; and
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a description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and if such business includes a proposal to amend our bye-laws, the language of the proposed amendment), the reasons for conducting the business at the meeting and any material interest in such business of such shareholder on whose behalf the proposal is made;

| Important Information about the Annual General Meeting and Voting

the name and record address of the shareholder;

the class and number of shares of our share capital which are owned and of record by the shareholder;

a representation as to whether the shareholder intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of our outstanding share capital required to approve or adopt the business proposal, or otherwise to solicit proxies from shareholders in support of such proposal.

a representation that the shareholder is a holder of record of our shares entitled to vote at the meeting and that the shareholder intends to appear in person or by proxy at the meeting to propose such business; and

a representation as to whether the shareholder intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of our outstanding share capital required to approve or adopt the business proposal, or otherwise to solicit proxies from shareholders in support of such proposal.

Our bye-laws also contain advance notice procedures with regard to shareholder proposals related to the nomination of candidates for election as directors. These procedures provide that any shareholder may nominate persons for election as directors only if written notice of such shareholder’s intent to make such nomination is given to our corporate secretary not less

than 120 days nor more than 150 days prior to the date of the proxy statement released to shareholders in connection with the prior year’s annual meeting.

A shareholder’s notice to our corporate secretary must be in proper written form and must set forth information related to the shareholder giving the notice and the owner on whose behalf the nomination is made, including:

the name and record address of the shareholder and the owner;
the class and number of shares of our share capital which are owned beneficially and of record by the shareholder;
a representation that the shareholder is a holder of record of our shares entitled to vote at that meeting and that the shareholder intends to appear in person or by proxy at the meeting to bring the nomination before the meeting; and
a representation as to whether the shareholder intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of our outstanding share capital required to elect the nominee, or otherwise to solicit proxies from shareholders in support of such nomination.

the name and record address of the shareholder and the owner;

the class and number of shares of our share capital which are owned beneficially and of record by the shareholder;

a representation that the shareholder is a holder of record of our shares entitled to vote at that meeting and that the shareholder intends to appear in person or by proxy at the meeting to bring the nomination before the meeting; and

a representation as to whether the shareholder intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of our outstanding share capital required to elect the nominee, or otherwise to solicit proxies from shareholders in support of such nomination.

As to each person whom the shareholder proposes to nominate for election as a director:

the name, age, business address and residence of such proposed nominee;
the principal occupation or employment of the proposed nominee;
the class, series and number of shares of the Company beneficially owned by such nominee;
particulars which would, if such proposed nominee were appointed as a director, be required to be included in the Company’s register of Directors and Officers;
all information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Exchange Act; and
the proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.
In addition to satisfying the advance notice procedure in our bye-laws with regard to shareholder proposals related to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitationsnomination of proxiescandidates for election as directors, including the earlier notice deadlines set out above, to comply with the SEC’s universal proxy rule, shareholders who intend to solicit proxies in support of directors pursuantdirector nominees other than the Company’s nominees in compliance with Rule 14a-19 under the Exchange Act must also provide notice that sets forth the information required by Rule 14a-19 no later than March 3, 2025. If the date of the 2025 Annual General Meeting of Shareholders changes by more than 30 calendar days from the date of the 2024 Annual General Meeting of Shareholders, such notice must instead be provided by the later of 60 calendar days prior to the Exchange Act; and

date of the 2025 Annual General Meeting of Shareholders or the 10th calendar day following public announcement by the Company of the date of the 2025 Annual General Meeting of Shareholders.

the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

Any proposals, nominations or notices should be sent to:

Genpact LLC

1155

521 Fifth Avenue, of the Americas, 4th14th Floor


New York, New York 10036

10175

Attention: Corporate Secretary

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| Important Information about the Annual General Meeting and Voting

What are thethe costs of soliciting these proxies?

We will bear the costs of solicitation of proxies. We are initially soliciting these proxies by mail, but our directors, officers and selectedselect other employees may also solicit proxies by telephone, e-mail or other means of communication without additional remuneration. Directors, officers and employees who help us in solicitation of proxies will not be specially compensated for those services, but they may be reimbursed for their reasonable out-of-pocket expenses incurred in connection with their solicitation. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of our common shares that they hold in their names. We will reimburse banks and brokers for their reasonable out-of-pocket expenses incurred in connection with the distribution of our proxy materials.

Will the 20152023 financial statements be presented toat the annual meeting?

Yes. At the annual meeting we will present the audited consolidated financial statements for the fiscal year ended December 31, 2015,2023, as required by Bermuda law. Copies of these financial statements are included in our Annual Report on Form 10-K, which we are delivering to you with this proxy statement.

10-K.

How can I obtain an Annual Reporta copy of the company’s annual report on Form 10-K?

Our Annual Report on Form 10-K for the fiscal year ended December 31, 20152023 is available on our website at www.genpact.com.www.genpact.com. If you would like a copy of our

Annual Report on Form 10-K, we will send you one without exhibits at no charge. Please contact:

Genpact LLC

1155

521 Fifth Avenue, of the Americas, 4th14th Floor


New York, New York 10036

10175

Attention: Corporate Secretary

Our website address is provided for convenience only. We are not including the information on our website, or any information which may be linked through our website, as a part of this proxy statement, nor is it incorporated herein.

Householding of Annual Meeting Materials

annual meeting materials

Some banks, brokers and other nominee record holders may participate in the practice of “householding” proxy statements and annual reports. This means that only one copy of each of our proxy statement and Annual Report on Form 10-K may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you contact us at: c/o Genpact LLC, 1155521 Fifth Avenue, of the Americas, 4th14th Floor, New York, New York 10036,10175, Attention: Corporate Secretary, or by telephone at (646) 624-5913.(212) 896-6601. If you would like to receive separate copies of the proxy statement in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address or by telephone at (646) 624-5913.

(212) 896-6601.

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Other Matters

matters

Our board of directors does not know of any other matters that may come before the annual meeting. However, if any other matters are properly presented toat the annual meeting, it is the intention of the persons named as proxies to vote, or otherwise act, in accordance with their judgment on such matters.

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Management hopes that shareholders will attend the meeting.
Whether or not you plan to attend, you are urged to submit your proxy to vote your shares online by following the instructions in the Notice, or, if you request printed copies of the proxy materials, by mail or by telephone. A prompt response will greatly facilitate arrangements for the meeting and your cooperation will be appreciated. Shareholders who attend the meeting may vote their shares personally at the meeting even though they have sent in their proxies.
Electronic Submissionsubmission of Proxiesproxies for Voting

voting

If you own your common shares of record, you may submit your proxy to vote your shares over the Internetonline at www.investorvote.com/www.envisionreports.com/G by following the instructions onin the enclosed proxy card.Notice. Proxies submitted over the Internetonline must be received by 11:00 a.m., Eastern Daylight Time, on May 3, 2016.

2, 2024.

If the shares you own are held in “street name” by a bank or brokerage firm, your bank or brokerage firm will provide a vote instruction form to you with this proxy statement, which you may use to direct how your shares will be voted. Many banks and brokerage firms also offer the option of submitting your proxy to vote over the Internetonline or by telephone, instructions for which will be provided by your bank or brokerage firm on your vote instruction form.
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Management hopes

Exhibit 1
Reconciliation of non-GAAP financial measures to GAAP financial measures
This Proxy Statement includes the following measures defined by the Securities and Exchange Commission as non-GAAP financial measures:
Adjusted income from operations;
Adjusted income from operations margin;
Adjusted diluted earnings per share;
Revenue growth on a constant currency basis.
In addition to using these measures as compensation performance measures, we use these non-GAAP financial measures for our internal management reporting, budgeting and decision-making purposes, including comparing our operating results to those of our competitors. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. Accordingly, these non-GAAP financial measures, the financial statements prepared in accordance with GAAP and the reconciliations of our GAAP financial statements to such non-GAAP financial measures should be carefully evaluated.
Given Genpact’s acquisitions of varying scale and size, and the difficulty in predicting expenses relating to acquisitions and the amortization of acquired intangibles thereof, since July 2012 we have used financial statements that shareholders will attendexclude all acquisition-related expenses and amortization of acquired intangibles for our internal management reporting, budgeting and decision-making purposes, including comparing our operating results to those of our competitors. For the meeting. Whether or not yousame reasons, since April 2016 we have excluded the impairment of acquired intangible assets from the financial statements we use for internal management purposes. Acquisition-related expenses are excluded in the period in which an acquisition is consummated. We also use financial statements that exclude stock-based compensation expense. Because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use when adopting ASC 718 “Compensation-Stock Compensation,” we believe that providing non-GAAP financial measures that exclude such expenses allows investors to make additional comparisons between our operating results and those of other companies.
During the second quarter of 2022, we (a) initiated restructuring measures and, as a result, recorded a charge related to i) right-of-use lease assets and other assets related to certain abandoned leased office properties and ii) employee severance costs resulting from a focused reduction in our workforce and (b) approved a plan to attend, you are urgeddivest a business that was no longer deemed strategic. Given the specialized nature of this business, we anticipated completing a transaction within twelve months after the end of the second quarter of 2022, and therefore, we classified the revenues and expenses related to complete, date, signthis business as held for sale with effect from April 1, 2022. During the first quarter of 2023, we consummated this transaction and returnrecorded a loss on the enclosed proxy cardsale of the business. During the second quarter of 2023, we terminated a lease for office property which was fully impaired as part of a restructuring in the accompanying postage-prepaid envelope (or submit your proxysecond quarter of 2022, as discussed above, and recorded a gain on such lease termination as restructuring income in the second quarter of 2023. During the fourth quarter of 2023, we completed an intercompany transfer of certain intellectual property rights from non-US to vote your shares overUS wholly-owned subsidiaries, which resulted in a non-recurring tax benefit of $170 million. Our management believes that excluding these restructuring charges, the Internet). loss on the sale of the business previously classified as held for sale, the revenues and expenses associated with such business, the gain on the lease termination and the non-recurring tax benefit on the transfer of intellectual property rights in calculating its non-GAAP financial measures provides useful information to both management and investors regarding our financial performance and underlying business trends. Additionally, in our calculations of non-GAAP financial measures, we have adjusted foreign exchange gains and losses, interest income and expense and income tax expenses from GAAP net income, and other income and expenses, and certain gains from GAAP income from operations, because we believe that our results after taking into account these adjustments more accurately reflect our ongoing operations. In our calculations of adjusted diluted earnings per share, we add back stock-based compensation expense, amortization and impairment of acquired intangible assets, and acquisition-related expenses along with the related tax impact of
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| Exhibit 1
other adjustments and exclude the non-recurring tax benefit on the transfer of intellectual property rights from GAAP diluted earnings per share. For the purpose of calculating adjusted diluted earnings per share, the combined current and deferred tax effect is determined by multiplying each pre-tax adjustment by the applicable statutory income tax rate.
We provide information about revenues on a constant currency basis so that the revenues may be viewed without the impact of foreign currency exchange rate fluctuations compared to prior fiscal periods, thereby facilitating period-to-period comparisons of our true business performance. Revenue growth on a constant currency basis is calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates adjusted for hedging gains/losses in such period.
Accordingly, we believe that the presentation of adjusted income from operations, adjusted income from operations margin, adjusted diluted earnings per share and revenue growth on a constant currency basis, when read in conjunction with our reported results, can provide useful supplemental information to our investors and our management regarding financial and business trends relating to our financial condition and results of operations.
A prompt response will greatly facilitate arrangementslimitation of using adjusted income from operations and adjusted income from operations margin versus income from operations, income from operations margin, net income and net income margin calculated in accordance with GAAP is that these non-GAAP financial measures exclude certain recurring costs and certain other charges, namely stock-based compensation and amortization and impairment of acquired intangible assets. We compensate for this limitation by providing specific information on the GAAP amounts excluded from adjusted income from operations and adjusted income from operations margin.
The following tables show the reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures for the meetingyears ended December 31, 2022 and your cooperation will be appreciated. Shareholders who attend the meeting may vote their shares personally even though they have sent in their proxies.

GENPACT 2016 PROXY STATEMENT| 57

2023:
Reconciliation of net income/margin to adjusted income from operations/margin
(In thousands)
 
Year ended December 31,
 
2022
2023
Net income
$353,404
$631,255
Foreign exchange (gains) losses, net
(15,392)
(4,274)
Interest (income) expense, net
52,204
47,935
Income tax expense
111,832
(29,031)
Stock-based compensation expense
77,373
88,576
Amortization and impairment of acquired intangible assets
42,566
31,348
Restructuring (income) expense
38,815
(4,874)
​Operating loss from the business classified as held for sale
24,842
1,201
​Impairment charge on assets classified as held for sale
32,575
Loss on the sale of business classified as held for sale
802
Adjusted income from operations
$718,219
$762,938
Net income margin
8.1%
14.1%
Adjusted income from operations margin
16.5%
17.0%
E-2
2024 Proxy Statement 

TABLE OF CONTENTS2016 Annual Meeting Admission Ticket

2016 Annual General Meeting of

Genpact Limited Shareholders

May 3, 2016, 10 AM Local Time

Devonshire House

1 Mayfair Place

London W1J 8AJ

United Kingdom

Upon arrival, please present this admission ticket and photo identification at the registration desk.

To enroll to receive future proxy materials on-line, please go to www.computershare-na.com/green

IF YOU HAVE NOT VOTED VIA THE INTERNET, FOLD ALONG THE PERFORATION, DETACH AND

RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

Proxy — Genpact Limited

Notice of 2016 Annual Meeting of Shareholders

Proxy Solicited by Board of Directors for Annual Meeting — May 3, 2016

Victor F. Guaglianone and Heather D. White, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Genpact Limited to be held on May 3, 2016 or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2 and 3.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

(Items to be voted appear on reverse side.)


| Exhibit 1

Admission Ticket

Electronic Voting Instructions

You can vote by Internet!

Available 24 hours a day, 7 days a week!

Instead

Reconciliation of mailing your proxy, you may vote by Internet as detailed below.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet must be received by 1 a.m., Eastern Daylight Time, on May 3, 2016.

Vote by Internet

Goincome from operations/margin to www.envisionreports.com/G

adjusted income from operations/margin
(In thousands)
 
Year ended December 31,
 
2022
2023
Income from operations
$502,151
$630,857
Stock-based compensation expense
77,373
88,576
Amortization and impairment of acquired intangible assets
42,566
31,348
Other income (expense), net
(103)
15,028
Restructuring (income) expense
38,815
(4,874)
Operating loss from the business classified as held for sale
24,842
1,201
Impairment charge on assets classified as held for sale
32,575
Loss on the sale of business classified as held for sale
802
Adjusted income from operations
$718,219
$762,938
Income from operations margin
11.5%
14.1%
Adjusted income from operations margin
16.5%
17.0%
Reconciliation of diluted EPS to adjusted diluted EPS(1)
(Per share data)
 
Year ended December 31,
 
2022
2023
Diluted EPS
$1.88
$3.41
Stock-based compensation expense
0.41
0.48
Amortization and impairment of acquired intangible assets
0.23
0.17
Restructuring (income) expense
0.21
(0.03)
Operating loss from the business classified as held for sale
0.13
0.01
Impairment charge on assets classified as held for sale
0.17
Loss on the sale of business classified as held for sale
0.00
Tax impact on stock-based compensation expense
(0.12)
(0.10)
Tax impact on amortization and impairment of acquired intangible assets
(0.06)
(0.04)
Tax impact on restructuring (income) expense
(0.05)
0.01
Tax impact on operating loss from the business classified as held for sale
(0.03)
(0.00)
Tax impact on impairment charge on assets classified as held for sale
(0.03)
(0.00)
Tax benefit on intercompany transfer of intellectual property rights
(0.92)
Adjusted diluted EPS
$2.74
$2.98
(1)
Due to rounding, the numbers presented in this table may not add up precisely to the totals provided.

Or scan the QR code with your smartphone

Follow the steps outlined on the secure website

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.    x

Annual Meeting Proxy Card

IF YOU HAVE NOT VOTED VIA THE INTERNET, FOLD ALONG THE PERFORATION, DETACH AND

RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

E-3

A

Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2 and 3.

2024 Proxy Statement 

TABLE OF CONTENTS

1.

Election of Directors:

For

Against

Abstain

For

Against

Abstain

For

Against

Abstain

01 - N.V. Tyagarajan

¨

¨

¨

02 - Robert Scott

¨

¨

¨

03 - Amit Chandra

¨

¨

¨

04 - Laura Conigliaro

¨

¨

¨

05 - David Humphrey

¨

¨

¨

06 - James Madden

¨

¨

¨

07 - Alex Mandl

¨

¨

¨

08 - CeCelia Morken

¨

¨

¨

09 - Mark Nunnelly

¨

¨

¨

10 - Hanspeter Spek

¨

¨

¨

11 - Mark Verdi

¨

¨

¨

For

Against

Abstain

2.

To approve, on a non-binding, advisory basis, the compensation of our named executive officers.

¨

¨

¨

For

Against

Abstain

3.

To ratify and approve the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

¨

¨

¨



TABLE OF CONTENTS

B

Non-Voting Items



TABLE OF CONTENTS

Change of Address — Please print your new address below.

Comments — Please print your comments below

Meeting Attendance


Mark the box to the right if you plan to attend the Annual Meeting.

¨


C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below.

Signature 1 — Please keep signature
within the box.

Signature 2 — Please keep signature
within the box.

        /        /        

0001398659 4 2023-01-01 2023-12-31