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

Check the appropriate box:

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):

April 5, 2016

Dear Fellow Shareholder:

In these unprecedented times we are intensely focused on the health and welfare of our employees while acting with urgency to support our client needs.  We believe that by working together, we will emerge from the COVID-19 pandemic stronger and better than before.

Our vision to be a trusted long-term partner for our clients by helping them to drive transformational change in their businesses is more relevant now than ever. Our ability to deliver end-to-end domain and process led solutions, leveraging analytics and digital technologies, helps drive change and deliver measurable outcomes for our clients so they can better compete in their markets and navigate the challenges associated with economic cycles.

Differentiation in an expanding market

Our focus on a chosen set of industry verticals, end-to-end services and geographic markets, along with strategic investments in digital, analytics, domain, and process, has allowed us to reimagine our solutions and dramatically improve outcomes for our clients. We believe these factors let us compete better in the underpenetrated and expanding markets we serve, and the key reasons clients engage with us include:

As of the end of 2019, we served more than 25% of the Fortune Global 500 and we continue to expand into new relationships within this client segment. During 2019, we increased the number of relationships with clients having more than $50 million in annual revenue and we expect many of these client relationships will grow meaningfully in size. This growth reflects our strategy to align our Transformation Services, which bring together digital, analytics, and consulting, with our more traditional business process services, which make up our Intelligent Operations business. We expect this alignment to drive greater impact for our clients and improve the likelihood that our clients will select us as a partner of choice for their large-scale transformation journeys.

Our two synergistic routes to market – digitally-embedded Intelligent Operations that we run and deliver for our clients every day and digitally-led Transformation Services – are allowing us to tap into an expanding, under-served market leading to large-scale, end-to-end client transformations.

Financial Performance

During 2019, outstanding execution and continued Transformation Services wins capped off one of our best revenue growth years ever. This also translated into healthy adjusted earnings per share and operating cash flow growth for the year. The momentum we saw coming out of 2018 continued

throughout 2019, as our growing reputation as a preferred transformation partner, led to strong results. Not only are our traditional service lines in finance and accounting as well as sourcing and procurement expanding, we are also seeing growth in newer, value-add areas, such as supply-chain services and risk and financial crimes services. About half our revenue is now generated through industry-specific service lines where the value we are delivering goes well beyond identifying cost savings for our clients.

Over the last five years, we have delivered a compounded annual revenue growth rate for Global Clients of nearly 11%, with consistent double-digit growth reported each year. This strong performance reflects the execution of our strategy focused on a set of industry verticals and service lines, where we have deep domain expertise and have invested in automation, analytics, artificial intelligence (AI), and customer experience capabilities.

Here are some highlights from 2019:

Driving total shareholder return

We returned $95 million of capital to shareholders in 2019, including approximately $65 million from our regular dividend of 34 cents per share and $30 million in share repurchases. Since we instituted our share buyback program in 2015, we have reduced our net shares outstanding by 14%.

Our total shareholder return (TSR) for the five-year period ended December 31, 2019 was approximately 129%.

Business highlights

Leveraging our global workforce, we partner with our clients to design innovative solutions to deliver positive business outcomes and build flexible operating models to create competitive advantage and maintain business continuity.

We added a number of iconic brands to our client roster throughout 2019, leading to a heightened level of inbound C-suite calls as companies explore ways to engage with us to transform their businesses. We completed two acquisitions that strengthened our capabilities in critical areas: financial crimes and risk management and digital experience. We also saw increased momentum in supply chain services throughout the year following an acquisition in late 2018. Between internal development, partnerships, acquisitions, and large targeted carve-outs from our clients, we now have an active portfolio of solutions that we manage, allowing us to leverage them for scale.

The COVID-19 pandemic has impacted all of our lives in so many different ways, and it has become clear over the past several weeks that the way business gets done may forever be changed.  Companies across the globe have had to adapt to working remotely.  For Genpact, this has been part of our culture for many years. As a result, we believe we are well positioned for the “new normal” and are engaging virtually with our clients to help them fulfill critical needs. We continue to partner with them to transform business models over the long term.

Our people

Our people continue to be our most valuable asset and our culture of agility, flexibility, and exceptional client focus allows us to deliver for our clients during good times as well as challenging ones. I am pleasedpersonally inspired by the high level of commitment demonstrated by our global team to support essential services for our clients during these extraordinary times.  

In 2019, we launched our internal learning platform, Genome, to provide our people around the world with the right tools and methods to develop relevant digital transformation and other professional skills at scale. We continue to deepen our expertise and knowledge of the industry domains we serve and the outcome-focused services that we offer, including processes bolstered by our Lean Six Sigma heritage. This culture of learning, and the knowledge we continuously acquire, feeds our ability to be agile and nimble in serving clients.

Annual General Meeting

It is my pleasure to invite you to attend the 20162020 Annual General Meeting of Shareholders of Genpact Limited to be held on Tuesday,Wednesday, May 3, 201620, 2020 at Devonshire House, 1 Mayfair Place, London W1J 8AJ United Kingdom.1155 Avenue of the Americas, Fourth Floor, New York, NY 10036. The Annual General Meeting will begin at 10 a.m. local time.12:00 p.m. Eastern Time.  In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce any additional or alternative arrangements for the meeting as promptly as practicable, which may include a change in venue or holding the meeting by means of remote communication.  Please monitor our press releases at www.genpact.com/about-us/media/press-releases for updated information. If you are planning to attend our annual meeting, please check the website in the days leading up to the meeting date.

The enclosed Notice of our 20162020 Annual General Meeting and Proxy Statement provideprovides 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 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 included in the enclosed notice.

Pursuant to the 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 2020 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 April 9, 2020, 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 year ended December 31, 2019.

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.

NOTICENotice OF 20162020 ANNUAL GENERAL MEETING OF SHAREHOLDERS

We intend to hold our annual meeting in person. However, we are actively monitoring the coronavirus (COVID-19) pandemic and are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce any additional or alternative arrangements for the meeting as promptly as practicable, which may include a change in venue or holding the meeting by means of remote communication.  Please monitor our press releases at www.genpact.com/about-us/media/press-releases for updated information. If you are planning to attend our annual meeting, please check the website in the days leading up to the meeting date.

Meeting Agenda

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.

Voting Instructions

Shareholders of record at the close of business on March 4, 201627, 2020 are entitled to vote at the annual meeting.

Your vote is important regardless of the number of shares you own.

This year, 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 April 9, 2020, 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.

Table of Contents

GENPACT 2016 PROXY STATEMENT

ii | GENPACT 2016 PROXY STATEMENT

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

GENPACT LIMITED

Canon’s CourtVictoria Place, 5^th Floor

2231 Victoria Street

Hamilton HM 1210

Bermuda

May 3, 201620, 2020

This proxy statement contains information about the 20162020 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,Wednesday, May 3, 2016,20, 2020, at Devonshire House, 1 Mayfair Place, London W1J 8AJ United Kingdom.1155 Avenue of the Americas, 4^th Floor, New York, NY 10036. 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 each director nominee included in Proposal 1 and FOR Proposals 1, 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 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 meeting in person and voting such holder’s shares.

OurA Notice Regarding the Availability of Proxy Materials with instructions for how to access the proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 is being2019 via the Internet (or how to request a paper copy) and how to vote online will be mailed to shareholders with the Notice of 2016 Annual General Meeting and this proxy statement on or about April 7, 2016.9, 2020. 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 process described in the proxy materials. 

This proxy statement relates to 2019 performance and compensation, neither of which were affected by the COVID-19 pandemic.  The COVID-19 pandemic could significantly impact 2020 financial results and compensation outcomes.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 20152019 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, 1155 Avenue of the Americas, 4th Floor, New York 10036, Attention: Corporate Secretary.

GENPACT 2016 PROXY STATEMENT

CorCorporate porate Governance

OVERVIEW

We believe that good corporate governance is important to ensure that Genpact is managed for the long-term benefit of its shareholders.  Our board of directors is responsible for our governance practices and oversight of our strategy, operations and management.  Some of the principal responsibilities of the members of our board of directors are to:

The board of directors has adopted corporate governance guidelines to assist the boardit in the exercise of its duties and responsibilities and to serve the best interests of our Company and our shareholders.  These guidelines, whichtogether with our bye-laws, our committee charters and our Code of Ethical Business Conduct, provide a governance framework for the conductboard of directors and its committees.

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 board’s business,Company and its shareholders to do so and in response to changing regulatory and governance requirements.  The following sections provide among other things, that:an overview of our corporate governance practices.

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 Code of Ethical Business Conduct at www.genpact.com or we will send you a copy upon request in writing to:

Genpact LLC

1155 Avenue of the Americas, 4th Floor

New York, New York 10036

Attention: Corporate Secretary

2019 Corporate Governance Highlights

Board Refreshment
Appointed two new directors in 2019, enhancing the breadth and depth of the skills, experience and diversity of the board of directors.

Shareholder Engagement
 Engaged with investors representing nearly 60% of our shares outstanding during 2019.

Company Recognitions
 Named one of Ethisphere’s “World’s Most Ethical Companies” for two consecutive years (2019 and 2018).

SHAREHOLDER RIGHTSCORPORATE GOVERNANCE HIGHLIGHTS

Among our corporateWe 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:

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* See “Important Information about the Annual General Meeting and Voting—How and when may I submit a shareholder proposal, including a shareholder nomination for director, for the 20172021 annual general meeting?” on page 5469 for information about submitting proposals for consideration at our next annual meeting. See also the section titled “Director Nomination Process”Process and Director Characteristics” below for information about how to propose a director nominee for election to our board.

DIRECTOR INDEPENDENCE

Pursuant to the corporate governance listing standards of the New York Stock Exchange (“NYSE”), a director employed by us cannot be deemed to be an “independent director,” and consequently Mr. Tyagarajan is not an independent director. 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 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 AND 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 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 also believe that diversity with respect to tenure is important in order 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 7 years. Our shortest-serving director nominee has served on our Board for less than a year, and our longest-serving director nominee has served on our Board for 15 years.  In the past 12 months, we have added two new directors to our board of directors, replacing four directors who completed their impactful tenures on our board (which includes Mr. Scott, who is not standing for re-election this year).

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,Secretary of the Company, c/o Genpact LLC, 1155 Avenue of the Americas 4th Floor, New York, NY 10036. 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

MEETINGS OF THE BOARDBOARD 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 nominating and governance committee, 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, 5four times in fiscal 2015.2019. During fiscal 2015,2019, each of our directors attended 75% or more 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. Our Corporate Governance Guidelines set forth our policy that directors are expected to attend annual general meetings of shareholders. All of our directors standing for re-election at the 2020 annual meeting who were serving in such capacityon our board of directors at the time of the 20152019 annual meeting attended the 20152019 annual meeting.

COMMITTEES OF THE 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. Tyagarajan 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 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 2015.2019.

M: Member      C: Chair

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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.

Audit Committee

Compensation Committee

GENPACT 2016 PROXY STATEMENT| 5

NominatingNominating and Governance Committee

BOARD LEADERSHIPLEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

The positions of chairmanChairman 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 chairmanChairman 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. Annually, 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.

In 2019, the board of directors engaged an independent third party with substantial experience in board evaluations and organizational effectiveness, to lead the board evaluation. The third party engaged the 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 completion of this process, the third party discussed its assessment with the full board of directors and each committee of the board of directors.

The results of the evaluation process support the board of director’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 oversee the risk management activities of management. The Audit Committeeaudit committee assists the board in fulfilling its oversight responsibilities with respect to risk management in the areas of 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. 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, and corporate governance.

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,Chairman, Mr. Scott, is a member of the audit committee, a member of the compensation committee and also serves as the presiding director at all executive sessions of our non-management directors.

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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 Avenue of the Americas, 4th Floor

New York, New York 10036

Attention: Corporate Secretary

CODE OF ETHICAL BUSINESS 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.comunder the heading “Investors—Corporate Governance.” 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

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. The policy calls for the proposed related person transaction to be reviewed 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 is not practicable, the audit committee will review, 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. 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.

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 the Company’s best interests. 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:

Shareholder Agreement

ThePrior to November 21, 2019 we were party to a shareholder agreement among us and certain affiliates ofwith Bain Capital provides thatand its co-investors, which provided Bain Capital is entitledthe right to nominatedesignate for nomination four personsdirectors to our board, of directors so long as Bain Capital maintainsmaintained certain minimum shareholding thresholds, and hasthe shareholders party to the agreement agreed to vote itstheir shares to electfor the election of such persons. The number of directors that Bain Capital iswas entitled to appoint isdesignate for nomination was reduced if its ownership of our common shares declinesdeclined below certain levels and suchthis right ceasesceased if such ownership fallsfell below 7.5% of our outstanding common shares. Following a series of share sales, Bain Capital no longer owns any of our common shares as of November 21, 2019 and also may be increased in certain circumstances.is no longer entitled to designate for nomination any directors pursuant to the shareholder agreement.

Subject to certain conditions and with certain exceptions, the shareholder agreement grantsgranted Bain Capital the right to require us to register for public resale under the Securities Act of 1933 all common shares that it requestsrequested be registered. In addition, subject to certain conditions and with certain exceptions, the shareholder agreement grantsgranted Bain Capital piggyback rights on any registration for our account or the account of any other holder of our common shares. These rights arewere 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 willThe agreement also set forth provisions for us to indemnify any selling shareholders against liabilities resulting from violations of federal or state securities laws byin specified circumstances and required 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 fallsfell 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 grantsgranted Bain Capital the right to maintain its percentage ownership in the event we issueissued additional securities by purchasing a percentage of any additional securities we issue.issued.

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

8 | GENPACT 2016 PROXY STATEMENT Upon the closing of a secondary equity offering pursuant to which Bain Capital and its co-investors sold 15,430,841 common shares on November 21, 2019, the shareholder agreement automatically terminated.

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 sinceeffective 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.2013. The expense reimbursement agreement also providesprovided 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 initial term of the expense reimbursement agreement runsran until December 31, 2015, with automatic annual renewals thereafter unless either party chooses notafter which it automatically renewed annually. Prior to extend the term. In addition, the expense reimbursement agreement may be terminated at any time by either party. Affiliatesa series of share sales, affiliates of Bain Capital Partners, LP currently own approximately 27%owned more than 10% of our common shares outstanding. Upon the closing of the final sale in November 2019, such affiliates no longer own any of our common shares. We have reimbursed a total of $168,526less than $5,000 for expenses incurred in fiscal 20152019 pursuant to the expense reimbursement agreement.

GENPACT 2016 PROXY STATEMENT| 9Secondary Offerings

On February 15, 2019, we completed a secondary offering of our common shares pursuant to the shareholder agreement with affiliates of Bain Capital described above. In an underwritten public offering, certain affiliates of Bain Capital, together with their co-investors (collectively, the “Selling Shareholders”), sold 10.0 million of our common shares at a price of $32.22 per share. All of the common shares were sold by the Selling Shareholders and, as a result, we did not receive any of the proceeds from the offering.

On May 24, 2019, we completed a secondary offering of our common shares pursuant to the shareholder agreement with affiliates of Bain Capital described above. In an underwritten public offering, the Selling Shareholders sold 10.0 million of our common shares at a price of $36.01 per share. All of the common shares were sold by the Selling Shareholders and, as a result, we did not receive any of the proceeds from the offering.

On August 16, 2019, we completed a secondary offering of our common shares pursuant to the shareholder agreement with affiliates of Bain Capital described above. In an underwritten public offering, the Selling Shareholders sold 12.5 million of our common shares at a price of $40.59 per share. All of the common shares were sold by the Selling Shareholders and, as a result, we did not receive any of the proceeds from the offering.

On November 21, 2019, we completed a secondary offering of our common shares pursuant to the shareholder agreement with affiliates of Bain Capital described above. In an underwritten public offering, the Selling Shareholders sold 15,430,841 of our common shares at a price of $39.95 per share. All of the common shares were sold by the Selling Shareholders and, as a result, we did not receive any of the proceeds from the offering. Following this offering, the Selling Shareholders no longer own any of our common shares.

Security OwnershipOwnership of Certain BeneficialBeneficial Owners and Management

The following table contains information regarding the beneficial ownership of our common shares as of March 4, 201627, 2020 by:

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 subject to options that are currently exercisable or exercisable within 60 days of March 4, 201627, 2020 are deemed to be outstanding and beneficially owned by the person holding such options. 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 210,457,783190,201,079 common shares of Genpact Limited outstanding on March 4, 2016.27, 2020.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) 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.

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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.

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Director NomineesNominees

Our board of directors currently consists of eleventen 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 elevennine persons whose biographies appear below for election as directors with terms expiring at the 20172021 annual meeting. Unless a contrary direction is indicated, it is intended that proxies received will be voted for the election as directors of the elevennine 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 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 chairman of the board, Robert Scott, will end his service on the board effective upon the annual meeting, at which time the size of our board of directors will be reduced from ten to nine members. Upon and subject to his reelection to the board at the annual meeting, James Madden will become the chairman of the board.

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 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. 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 Ownership of Certain Beneficial Owners and Management.”

DIRECTOR BIOGRAPHIESPROFILES

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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.

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 all of these nominees.

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DirDirector Coector Compensationmpensation

OVERVIEW

The compensation committee, which is comprised solely of independent directors, reviews and approves the compensation arrangements for our directors. The components of our 20152019 non-employee director compensation are set forth below.

ELEMENTS OF 2019 DIRECTOR COMPENSATION

Under our 2019 director compensation program, our non-employee directors received an annual retainer with a total value of $182,500, divided between cash and equity – in the form of a restricted share unit (“RSU”) grant – as depicted below.

In addition to an annual cash retainer and RSU grant, for 2019 our non-employee directors received the additional compensation 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.

Governance Features

Our non-employee director compensation program is subject to the following governance features:

The following table sets forth the compensation of our non-employee directors for the fiscal year ended December 31, 2015.2019.

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The following table sets forth, with respect to each non-employee director, (i) the grant date of eachthe RSU award granted during the 20152019 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.

The table below sets forth the aggregate number of common shares subject to unvested share awards and outstanding optionRSU awards held by each of our non-employee directors as of December 31, 2015.2019.  There were no common shares subject to outstanding options held by our non-employee directors as of December 31, 2019.

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ExecutivCHANGES TO DIRECTOR Ce OfficerOMPENSATION FOR 2020

In connection with its 2019 review of director compensation, the compensation committee considered the results of an independent analysis on director compensation prepared by FW Cook. As part of this analysis, FW Cook reviewed non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the compensation committee in connection with its review of CEO compensation in 2018.  After considering the information contained in the FW Cook report, the compensation committee made the following changes to our director compensation program effective January 1, 2020 to align director compensation levels within the market median range:

All other features of our director compensation program were left unchanged.

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 Discussion and Analysis 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 “NEOs”) for fiscal 20152019 are:

*Mr. Mazhari resigned effective January 31, 2020.

20152019 Key Financial Highlights

Our 2019 financial results reflected strong performance across our businesses with double-digit increases in a number of metrics driving superior shareholder value.  In 20152019, we continued to execute on ourfollow a strategy that is focused on key verticals, service linesdelivering differentiated, domain-led solutions that create value for our clients.  During the year we made acquisitions in two focus areas – financial crimes and geographiesrisk, and experience-led transformation – and continued to drive long-term growth.  We believe thatinvest in our targeted investments in client-facing teamsexisting digital capabilities and digital and analytics capabilities are resonating in the marketplace. Our Lean Digital^SM approach brings together design thinking methods, digital process-centric technologies, and Lean principles along with domain expertise, which differentiatesall in an effort to accelerate the business outcomes we can drive for our value proposition and helps us win complex, transformational engagements.clients.

Our 20152019 financial results include:

Our strong 2015 results were accompanied by healthy shareholder returns. Our total shareholder return for

These achievements resulted in above-target performance against several of the year ended December 31, 2015 (measured as the percentage changefinancial metrics in our share price during the year) was 32%. 2019 performance-based compensation plans and higher payouts to our executives in 2019 compared to 2018.  

We believe that the continued focusour pay-for-performance program, which incentivizes higher-than-target growth in revenues, transformation services revenues and net bookings while requiring a threshold level of profitability and operating income, as well as our successful execution 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.2019.

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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, adjusted income from operations and adjusted income from operations margin for fiscal 2015, and the targets were set in the first quarter of 2015 based on expected performance for fiscal 2015. We added new 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 income from operations and adjusted income from operations margin, supports long-term profitable growth.

Since 2014, our executive officers and other members of our senior management have participated in a performance-based annual cash bonus program, which is described below under the heading “Annual Cash Bonus.”  Under our annual cash bonus program: