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 10, 2018

Dear Fellow Shareholder:

I am

In these unprecedented times, we are pleased with our performance and trajectory as we help our clients transform their businesses. As in 2020, we continue to focus on both the health and welfare of our employees while acting with urgency to support our clients. Our agility and the dedication of our global workforce has allowed us to rapidly meet the needs of our clients in a time when digital transformation is more relevant than ever.

Our reputation as a trusted long-term partner for our clients is growing as we deliver end-to-end, domain and process-led solutions, leveraging analytics and digital technologies, and help drive change and deliver measurable outcomes. We are proud of the reputation we have built for delivering value and the strong relationships we have built and nurtured, especially in these challenging times.

Our purpose of “the relentless pursuit of a world that works better for people” acts as our North Star as we unlock value for our clients, employees, investors, and communities. Our purpose fuels our passion and drive to improve the world for all of our stakeholders.

Differentiation in an expanding market

Our strategic focus on a chosen set of industry verticals, our end-to-end services, and the targeted investments we have made in digital, analytics, domain, and process have allowed us to be increasingly relevant to our clients. We are in a growth market that remains highly underpenetrated and have seen our total addressable market expand during 2020 in response to macro challenges.

This market expansion is primarily driven by the changing needs of two different sets of clients: 1) existing clients who want to accelerate their transformation journeys, leading to increased engagement with us on more services and in more buying centers than before; and 2) new clients who are now more open to partnerships in order to change and transform.

Our two synergistic routes to market – digitally-embedded Intelligent Operations that we run and deliver for our clients every day and digital and data analytics-led Transformation Services – allow us to meet the demand for our solutions. We are expanding our relationships with our clients into new buying centers such as the Chief Supply Chain Officer, Chief Risk Officer, Chief Growth Officer, Chief Information Officer and others through our focus on relevant services for each. Services we can provide to these buying centers include supply chain services, financial crimes and risk services, sales and commercial services, and financial planning and analysis, all of which are leading to an expansion of our key client relationships helping these clients drive large-scale, end-to-end transformations.

As of the end of 2020, we served more than 25% of the Fortune Global 500, and we continue to expand into new relationships within this client segment. During 2020, we increased the number of relationships with clients having more than $50 million in annual revenue and also signed new client logos that are first-time buyers for our kinds of services, including more mature services like finance and accounting.

We believe the key reasons clients engage with us is our demonstrated success in leading complex, end-to-end transformations leveraging digital and analytics solutions, our deep understanding of industry verticals coupled with process excellence using Lean Six Sigma principles, and our culture of curiosity, courageousness, incisiveness, and integrity all wrapped in client-centricity.

Business highlights

Leveraging our global workforce, we partner with our clients to design innovative solutions to deliver business outcomes and build flexible operating models to create competitive advantages and generate value.

During 2020, we continued to add new client logos and significantly expanded relationships with some of the most iconic brands in our client roster as C-suites and Boards looked to improve business outcomes and accelerate their digital transformation agendas in response to the challenges presented by COVID-19. Many of these deals and transitions were executed entirely remotely, building on our years of experience working in a global, technology-enabled environment. As we move forward, we plan to have a mix of in-office, remote, and hybrid delivery models for our global workforce based on client requirements, local regulations, and employee preferences.

During 2020, we completed two acquisitions that strengthened our capabilities in critical areas: digital commerce and data and analytics. We use internal capability development, partnerships, large targeted carve-outs from our clients, and acquisitions to continue to develop and evolve our solutions, allowing us to be differentiated and win in the market.

2020 highlighted the strength and relevance of the strategic choices we have made, and we are pleased with our execution. We believe we are well positioned to continue to help our clients fulfill critical needs and transform their business models over the long-term in the post-pandemic “new normal.”

Our people

Our people remain our most valuable asset. Our culture of agility, flexibility, and exceptional client focus allows us to deliver for our clients regardless of the macroeconomic environment. Our global team truly embodies our purpose and relentlessly pursues better outcomes for our clients and communities.

Our culture of learning fuels our ability to be agile and nimble in serving clients. Powered by our internal learning platform, Genome, we provide our people 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 we offer, including processes bolstered by our Lean Six Sigma heritage. We currently have more than 68,000 active Genome users and have used Genome to train more than 24,000 people on AI and machine learning, 12,600 people on data and analytics, and 10,200 people on customer and user experience. Combined with our internal employee redeployment platform, TalentMatch, we successfully redeployed more than 10,000 colleagues in 2020 to support the changing needs of our clients.

Financial Performance

During 2020, our strong execution, dedication to our clients, and culture of embracing change enabled us to grow revenue and maintain margins in the face of the challenging macroenvironment. We continue to see excellent momentum in Transformation Services which led our growth as we expanded our offerings to meet the demand for digital solutions that we have seen across all industry verticals. This also translated into healthy adjusted diluted earnings per share¹ growth.

While our full-year 2020 results came in lower than our initial expectations as a result of COVID-19, we believe our industry-leading revenue growth demonstrates the resilience of our business and the non-discretionary nature of the services we provide for our clients.  

Throughout 2020, we grew client relationships, signed new logos, and won new large deals after an elongation of decision-making cycles earlier in the year in reaction to the initial onset of COVID-19. While our exposure to clients adversely impacted by macroeconomic challenges is minimal, we have

demonstrated true partnership with these clients, adjusting our relationships to meet their changed needs while keeping in mind the opportunities to grow in the future. As the environment stabilized later in the year, we recorded our highest quarterly bookings ever in the fourth quarter, positioning us well for future long-term growth.  

Our performance through the challenges of 2020 reflects the execution of our strategy focused on a set of industry verticals and service lines and our investments in digital capabilities, experience, data and analytics, and cloud. Our consistent strong execution has also reinforced our credibility as a trusted advisor to our clients.

Here are some highlights from 2020:

Based on the bookings momentum we saw in the fourth quarter of 2020, we expect Global Client revenue to return to our historical pattern of delivering double-digit annual revenue growth by the fourth quarter of 2021.

Driving total shareholder return

We returned $211 million of capital to shareholders in 2020, including approximately $74 million from our regular quarterly dividend and $137 million in share repurchases. Since we instituted our share buyback program in 2015, we have reduced our net shares outstanding by 19%.

Since announcing our focused growth strategy in early February 2014, our total shareholder return (TSR) is approximately 300%.⁶

Long-term outlook

Given the underpenetrated, large, and expanding total addressable market for our services, as well as our sharp differentiation in driving digital and data analytics-led transformation for our clients, we continue to expect to drive double-digit to low-teens Global Client growth over the long-term.

After responding to challenges related to COVID-19, we expect to return to our strategic objective of deliberately driving adjusted income from operations margin expansion and balancing long-term profitable growth while still investing meaningfully in our business.

Additional environment, social, and governance (ESG) considerations

2020 reinforced the importance of serving our stakeholders, including our clients, employees, investors, and the communities in which we operate. We are proud to be named a 2021 World’s Most Ethical Company by the Ethisphere Institute for the third time.

Over the last ten years, we have made meaningful strides in promoting a diverse and inclusive workplace with women now representing more than 40% of our global workforce and 45% of our Board of Directors.⁷ During the year, we also elevated racial equity as a high priority and are building programs to drive change focused on attracting, building, and retaining racially diverse talent.

We have become increasingly focused on sustainability as a corporate priority and are driving initiatives to minimize our climate impact by making our operating facilities greener through increased use of renewable energy, continuous improvement in water consumption, and minimization of waste, including the elimination of non-essential single use plastics and recycling of food waste.

We are committed to our ESG initiatives and to sharing our progress transparently with our stakeholders.

Annual General Meeting

Finally, it is my pleasure to invite you to attend the 20182021 Annual General Meeting of Shareholders of Genpact Limited to be held on Tuesday,Wednesday, May 8, 2018 at the Fairmont Chicago Millennium Park Hotel, 200 N Columbus Drive, Chicago, Illinois 60601.5, 2021. The Annual General Meeting will begin at 10 a.m. local time.12:00 p.m. Eastern Daylight Time. In the interest of the health and safety of our shareholders, employees, and communities, the 2021 Annual General Meeting will be conducted again this year in a virtual meeting format due to the ongoing COVID-19 pandemic.

The enclosed Notice of our 20182021 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 meeting. The Board of Directors recommends that you vote FOR each director nominee included in Proposal No. 1 and FOR Proposal Nos. 2 3 and 43 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 2021 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 25, 2021, 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, 2020.

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 20182021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Our 2021 annual general meeting of shareholders will be held virtually via the Internet at www.meetingcenter.io/285557805 due to the ongoing COVID-19 pandemic.  There will not be a physical meeting location for our 2021 annual meeting, and shareholders will not be able to attend the 2021 annual meeting in person.  In light of the public health and safety concerns related to the COVID-19 pandemic, we believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location around the world.  Pending the status of the COVID-19 pandemic, we expect to resume holding in-person annual general meetings of shareholders in 2022.

Using the details above, there are two options to log in to the virtual meeting: join as a “Shareholder” or join as a “Guest.”  

If you were a shareholder as of the close of business on March 12, 2021 and have your control number, you may join the meeting as a “Shareholder” using the password above.  Shareholders who join with their control number will be able to vote and ask questions during the annual meeting by following the instructions available on the meeting website during the meeting. For registered shareholders, the control number can be found on your proxy card or notice, or email you previously received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the annual meeting and participate as a “Shareholder.” To register, you must submit proof of your proxy power (legal proxy) reflecting your Genpact shareholdings, along with your name and email address to our transfer agent, Computershare. To do this, you must forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 2:00 p.m., Eastern Daylight Time, on April 30, 2021. You will receive a confirmation email from Computershare of your registration.

If you do not have a control number, you may still attend as a “Guest” (non-shareholder) but will not have the option to vote your shares or ask questions during the virtual annual meeting.

Meeting Agenda

The Board recommends that you vote“ “FOR”FOR” each director nominee included in Proposal No. 1 and “FOR”FOR” Proposal Nos. 2 3 and 4.3. 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 9, 201812, 2021 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 25, 2021, 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 virtual 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

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

GENPACT LIMITED

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

May 8, 20185, 2021

This proxy statement contains information about the 20182021 Annual General Meeting of Shareholders of Genpact Limited, which we refer to in this proxy statement as the “annual meeting” or the “meeting.” TheTo support the health and well-being of our shareholders, employees and directors in light of the ongoing COVID-19 pandemic, the annual meeting will be held virtually via the Internet at www.meetingcenter.io/285557805on Tuesday,Wednesday, May 8, 2018, at the Fairmont Chicago Millennium Park Hotel, 200 N Columbus Drive, Chicago, Illinois 60601.5, 2021. The annual meeting will commence at 10 a.m. local12:00 p.m. eastern daylight time.  There will not be a physical meeting location for the annual meeting, and shareholders will not be able to attend the annual meeting in person.

This proxy statement is furnished by the board of directors of Genpact Limited, which is also referred to as “Genpact” or the “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 2 3 and 4.3. 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 atduring 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.holder's shares online at the annual meeting.

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, 2017 is being2020 via the Internet (or how to request a paper copy) and how to vote online will be mailed to shareholders on or about March 25, 2021. 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 Notice of 2018 Annual General Meeting andprocess 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 convenience only. We are not including the information on our website, or about April 12, 2018.any information which may be linked through our website, as a part of this proxy statement, nor is it incorporated herein.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 20172020 as filed with the United States Securities and Exchange Commission (the “SEC”"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.

Corporate 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 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 Ethical Business Conduct, provide a governance framework for the board 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 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.

You can obtain the current charters for our audit committee, compensation committee and nominating and governance committee, our corporate 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

2020 Corporate Governance Highlights

Board Refreshment

Appointed two new directors and a new independent Chairman of the Board since our last annual meeting, enhancing the breadth and depth of the skills, experience and diversity of our board of directors.

Shareholder Engagement

Engaged in shareholder outreach to investors representing about 70% of our shares outstanding in 2020.  (See “Compensation Discussion and Analysis—Shareholder Engagement” for more information.)

Company Recognitions

Named one of Ethisphere's "World's Most Ethical Companies" for the third time.

Named a “Leader in Sustainability” by Frost & Sullivan and The Energy and Resources Institute.

Winner of the Association for Talent Development’s BEST Award for talent development.

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to governance policies and practices that are designed to serve the best interests of Genpact and our shareholders. Our governance practices and policies include the following, among other things:

* 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 2019 annual general meeting?” on page 64 for information about submitting proposals for consideration at our next annual meeting. See also the section titled “Director Nomination Process”

SUSTAINABILITY

Information regarding our sustainability, environmental, social, and human capital management activities is available in our “Genpact Sustainability Report” posted on our website. We have been issuing Sustainability Reports every other year since our first publication in 2011 and beginning in 2021 will be publishing our Sustainability Report annually.  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 Corporate Governance section of our website at 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 be linked through our website, such as our Sustainability Report, as a part of this proxy statement, nor is any such information incorporated herein.

DIRECTOR INDEPENDENCE

Pursuant to the corporate governance listing standards of the New York Stock Exchange (“NYSE”("NYSE"), a director employed by us cannot be deemed to be an “independent"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 21% of our outstanding common shares, the fact that Messrs. Chandra, Humphrey and Nunnelly 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’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’scandidate'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 an average tenure of six years. Our shortest-serving director nominee has just been appointed to our Board effective March 29, 2021, and our longest-serving director nominee has served on our Board for 16 years.  In the past 24 months, we have added four new directors to our board of directors, replacing four directors who completed their impactful tenures on our board.

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 Secretary of the Company, c/o Genpact LLC, 1155 Avenue of the Americas, 4th4^th 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.

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’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, 1214 times in 2017.2020. During 2017,2020, 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 2021 annual meeting who were serving in such capacityon our board of directors at the time of the 20172020 annual meeting attended the 20172020 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 Securities Exchange Act.Act of 1934, as amended.

The table below sets forth the committees of our board, the composition of each committee and the number of meetings of each committee during 2017.2020.

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’scommittee's responsibilities can be found in the charter for each committee, available on our website, www.genpact.com.

Audit Committee

Audit Committee

Compensation Committee

Nominating and GovernanceGovernance Committee

BOARD LEADERSHIP STRUCTURE

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.

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 2020, the board led its own self-evaluation process, which included written evaluations of the board as a whole, each committee and individual directors and was led by the Chair of the nominating and governance committee.  The process also included one-on-one interviews between the Chair of the nominating and governance committee and each other member of the board.  The evaluation process engaged 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 evaluation process, the board reviewed and discussed the evaluation results and, in response, established certain agenda items for the board and its committees to act upon in 2021.

The results of the 2020 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 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.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, 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,Company's 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,Madden, serves as the presiding director at all executive sessions of our non-management directors.

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 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"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"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’sboard'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’sperson'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’sCompany's best interests. The audit committee may impose any conditions on the related person transaction that it deems appropriate.

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

The shareholder agreement among us and Bain Capital and its co-investors provides that Bain Capital has the right to designate for nomination four directors to our board, so long as Bain Capital maintains certain minimum shareholding thresholds, and the shareholders party to the agreementWe did not have agreed to vote their shares for the election of such persons. The number of directors that Bain Capital is entitled to designate for nomination is reduced if its ownership of our common shares declines below certain levels and such right ceases if such ownership falls below 7.5% of our outstanding common shares, and also may be increased in certain circumstances. As of December 31, 2017, given the size of its shareholding, Bain Capital is entitled to designate for nomination three directors pursuant to the shareholder agreement.

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.

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. 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 initial term of the expense reimbursement agreement ran 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 21% of our common shares outstanding. We have reimbursed a total of $47,952 for expenses incurred in 2017 pursuant to the expense reimbursement agreement.

Acquisition of Rage Frameworks

On March 14, 2017, we acquired all of the outstanding equity interest in Rage Frameworks, Inc., a leader in knowledge-based automation technology and services providing artificial intelligence for companies.  The purchase price we paid for the acquisition of Rage Frameworks was approximately $125 million.  Mark Nunnelly, one of our directors and a member of our compensation committee, was a minority shareholder of Rage Frameworks at the time of closing and received less than 1% of the purchase price as consideration for his equity interests.  Our board of directors reviewed and approved this transaction in accordance with the policies and procedures for related person transactions described above, and Mr. Nunnelly recused himself from all board discussions concerning Rage Frameworks, including the vote to approve the transaction.in 2020.

Secondary Offerings

On August 18, 2017, we completed a secondary offering of our common shares pursuant to our shareholder agreement with affiliates of Bain Capital described above. In an underwritten public offering, certain affiliates of Bain Capital, together with their co-investor, GIC Private Limited (the “Selling Shareholders”), sold 10.0 million of our common shares at a price of $28.72 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 20, 2017, in accordance with the shareholder agreement, we completed an additional secondary offering of our common shares pursuant to which the Selling Shareholders sold 10.0 million of our common shares at a price of $30.26 per share in an underwritten public offering. 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.

Security Ownership of Certain Beneficial Owners and Management

The following table contains information regarding the beneficial ownership of our common shares as of March 9, 201812, 2021 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 are exercisable within 60 days of March 9, 201812, 2021 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 192,109,536187,149,112 common shares of Genpact Limited outstanding on March 9, 2018.12, 2021.

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.

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, 2017, 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). 

Director Nominees

Our board of directors currently consists of eleven members.members, including Tamara Franklin, who was appointed to serve on our board effective March 29, 2021. 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 eleven persons whose biographies appear below for election as directors with terms expiring at the 20192022 annual meeting. Unless a contrary direction is indicated, it is intended that proxies received will be voted for the election as directors of the eleven 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.

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 PROFILES

There are no family relationships among any of the directors and executive officers of Genpact. Messrs. Chandra, Humphrey and Nunnelly 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’sCompany's best interests and the best interests of our shareholders and therefore recommends a vote FOR all of these nominees.

The compensation committee, which is comprised solely of independent directors, reviews and approves the compensation arrangements for our directors.

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, an independent, external compensation consulting firm. 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 recommended and the board approved 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.  The components of our 2020 non-employee director compensation are set forth below.

ELEMENTS OF 2020 DIRECTOR COMPENSATION

Under our director compensation program, our non-employee directors received an annual retainer with a total value of $245,000, divided between cash and equity — in the form of an RSU grant — as depicted below.

Director Compensation

The compensation committee reviewsIn addition to an annual cash retainer and approves the compensation arrangements for our directors. The components of our 2017 non-employee director compensation are set forth below.  

ELEMENTS OF DIRECTOR COMPENSATION

Each ofRSU grant, our non-employee directors receives an annual retainer withreceive 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 total value of $182,500, divided between cash and equity – in the form of a restricted share unit (“RSU”) grant – as depicted below.

committee during such quarter.

In additionGovernance Features

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

The table below sets forth the aggregate number of common shares subject to unvested RSU awards held by each of our non-employee directors as of December 31, 2017.2020.  There were no common shares subject to outstanding stock options held by our non-employee directors as of December 31, 2017.2020.

Executive Officer

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”"NEOs") for 20172020 are:

* Mr. Thukral has resigned effective April 30, 2018.

20172020 Key Financial Highlights

In 2017,2020, we faced a number of logistical and macroeconomic challenges related to the COVID-19 pandemic, including the need to quickly transition tens of thousands of employees across the globe to a virtual, work-from-home operating environment and extended economic uncertainty that resulted in delayed client decision-making as well as delays or cancellations of new projects or orders.  All of these factors had an adverse impact on our bookings, revenues and operating income for the year. However, against this backdrop, our agility and culture of embracing change allowed us to rapidly adapt to meet client needs and pivot to new ways of working.  We also focused on employee engagement and well-being during 2020, promoting employee training and re-skilling through our learning platform called Genome and providing internal opportunities through TalentMatch, our employee redeployment platform launched in 2020.

Our financial results for the year, although lower than initially expected, reflect strong performance, including a 5% increase in total net revenues compared to 2019, in spite of the many challenges presented by the COVID-19 pandemic.  We continued to follow a strategy focused on delivering differentiated, domain-led solutions in a focused set of geographies, industry verticals and service lines.  During the year we made several strategic acquisitions in two focus areas – experience-led transformation and data and analytics – and continued to invest in our people, our solutions – in particular ourexisting digital transformation capabilities – and our brand,domain expertise, all in an effort to differentiateaccelerate the business outcomes we can drive for our offerings and make us more competitive in the marketplace. clients.

Our 20172020 financial results include:  

Due to the impacts of the COVID-19 pandemic on the global business and economic environment, our financial results for 2020 resulted in below-target performance against several of the financial metrics in our 2020 performance-based compensation plans and significantly lower payouts to our executives in 2020 compared to 2019.  The compensation committee initially set the targets for our 2020 performance-based compensation plans in the first quarter of 2020 before the onset of the COVID-19 pandemic, at which time the potential impact of the pandemic was not in consideration. In 2017, we introduced transformation services revenueJune 2020, the compensation committee reevaluated our compensation plans for the year and in light of the impact to date and the further expected impact of the pandemic on our financial results for the year, the compensation committee amended our 2020 performance compensation plans to lower the threshold performance levels under each plan as well as the financial metrics in our named executive officers’ bonus scorecards.  Lowering the threshold goals enabled potential achievement of at least a newminimum level of vesting under the plans and provided an incentive for our management to continue to drive maximum performance under the circumstances.  The target and outstanding performance levels for the financial metrics under each plan were not adjusted.  Additionally, certain qualitative goals in our named executive officers’ bonus scorecards were added or revised to account for specific challenges presented by the COVID-19 pandemic as discussed below under “Compensation Components—Annual Cash Bonus—Bonus Scorecards.”  Additionally, in recognition of the need to focus our management team on employee engagement and well-being given extended lockdowns and stay-at-home orders, in June 2020 the compensation committee approved the establishment of an additional bonus pool linked to an internal employee engagement metric, inwhich had a maximum value of approximately 10% of the target bonus pool under our annual cash bonus programplan.  See “Compensation Components—Annual Cash Bonus—Bonus Pool” below for executive officersfurther information regarding this additional bonus pool.  

If the threshold levels for the financial metrics under our 2020 performance-based compensation plans had not been adjusted mid-year, there would have been no payout under our annual cash bonus plan and other members of senior management and thea less than 17% vesting percentage under our long-term performance share award granted toawards for 2020.  Based on our CEO.  Transformation services revenue comprises revenue fromactual results for 2020 and after taking into account the revised threshold levels, our digital, analytics and consulting offerings, areas in which we have prioritized investments in the past two years.  The inclusion of this new metric in our 2017 compensation program is in line with our strategy to drive growth in our digital

transformation services and is designed to ensure that our2020 performance-based compensation program not only rewards the achievement of revenueplans were funded below target (88%) for our annual cash bonus plan and profitability goals but also focusessignificantly below target (68%) for our executives on the Company’s long-term strategic priorities.performance share awards.

Our total shareholder return for the year ended December 31, 2017 was approximately 32%. We believe that our pay-for-performance program, which incentivizes higher-than-target growth in revenues, operating income, transformation services revenues and net bookings while requiring a threshold level of operating income margin, combined with the strength and resilience of our business model as well as the successful executiona continued focus on our strategy based on a set of our long-term growth strategyindustry verticals and service lines, contributed to our operational and financial achievements in 2017.  2020.

Returning Cash to Shareholders in 2017

In 2017 we returned a total of $263 million to shareholders. $216 million was in the form of share repurchases under our $1.25 billion share repurchase program and $47 million was in the form of quarterly cash dividends.

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 courage, curiosity, incisiveness and integrity. Our compensation program is designed to incentivize and reward the achievement of our annual, long-term and strategic goals, such as growing revenues, improving operating margins and deepening client 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.

Our compensation committee is responsible for overseeing the goals and objectives of our executive compensation plans and programs. The compensation committee bases our executive compensation programs on the same objectives that guide us in administering the compensation programs for all of our employees globally:

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 our annual cash bonus program, the target bonuses for our named executive officers range from 65%100% to 190%160% of their base salaries, and bonuses are payable based on attainment of multiple financial and non-financial short-term performance goals. We believe this structure, which is based on a number of different performance measures together with a meaningful cap on the potential payout, deters executives from focusing exclusively on the specific financial metrics that might encourage excessive short-term risk taking.

Our named executive officers are also granted performance share awards tied to the attainment of a number of performance goals over the fiscal year and continued service over a three-year period.  We believe that the three-year service vesting requirement under these awards encourages the recipients to focus on sustaining the Company’sCompany's long-term performance.