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280 Park Avenue, 38^th FloorUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

New York, New York 10017SCHEDULE 14A

(212) 277-7100(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Annual Meeting of Stockholders

June 17, 2016

Dear Stockholder:

On behalf of the board of directors of ExlService Holdings, Inc., I am pleased to invite you to the 2016 Annual Meeting of Stockholders, which will be held on June 17, 2016 in New York, New York.

The Annual Meeting will begin with discussion and voting on the matters set forth on the accompanying Notice of the Annual Meeting and Proxy Statement followed by discussion of other business matters properly brought before the Annual Meeting.

Pursuant to rules promulgated by Section 14(a) of
the Securities and Exchange Commission, we are providing access to our proxy materials over the Internet. On or about April 29, 2016, we will mail a NoticeAct of Internet Availability of Proxy Materials (the “Internet Notice”1934 (Amendment No.          ) to each of our stockholders of record and beneficial owners at the close of business on April 21, 2016, the record date for the Annual Meeting. On the date of mailing of the Internet Notice, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to in the Internet Notice. These proxy materials will be available free of charge.

Even if you choose to attend the Annual Meeting in person, you are encouraged to review the proxy materials and vote your shares in advance of the meeting by Internet or phone. The Internet Notice will contain instructions to allow you to request copies of the proxy materials to be sent to you by mail. Any proxy materials sent to you will include a proxy card that you may use to cast your vote by completing, signing and returning the proxy card by mail (or voting instruction form, if you hold shares through a broker). Your vote is extremely important, and we appreciate you taking the time to vote promptly. If you attend the Annual Meeting, you may withdraw your proxy should you wish to vote in person.

The board of directors and management look forward to seeing you at the Annual Meeting.

	Sincerely,
Filed by the Registrant ý
	Filed by a Party other than the Registrant o

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Garen K. Staglin Chairman		Rohit Kapoor Vice Chairman and CEO

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(212) 277-7100

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to the 2016 Annual Meeting of Stockholders of ExlService Holdings, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held at the New York offices of the Company, 280 Park Avenue, 38^th Floor, New York, New York 10017 on June 17, 2016 at 8:30 AM, Eastern Time, for the purposes of voting on the following matters:

Table of the right to attend the Annual Meeting or to vote your shares in person. You can revoke a proxy at any time before it is exercised by voting in person at the Annual Meeting, by delivering a subsequent proxy or by notifying the inspector of elections in writing of such revocation prior to the Annual Meeting. YOUR SHARES CANNOT BE VOTED UNLESS YOU EITHER (I) VOTE BY USING THE INTERNET, (II) VOTE BY PHONE, (III) REQUEST PROXY MATERIALS BE SENT TO YOU BY MAIL AND THEN USE THE PROXY CARD PROVIDED BY MAIL TO CAST YOUR VOTE BY COMPLETING, SIGNING AND RETURNING THE PROXY CARD BY MAIL OR (IV) ATTEND THE ANNUAL MEETING AND VOTE IN PERSON.Contents

New York, New York

April 29, 2016

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2016

2021 PROXY STATEMENT SUMMARY

Summary
2021 PROXY STATEMENT SUMMARY
SUMMARY
Below is a summary of selected keyselect components of this proxy statement, including information regarding this year’syear's stockholder meeting, nominees for our Boardboard of Directors,directors, summary of our business, performance highlights and selective executive compensation information. This summary does not contain all of the information that you should consider prior to submitting your proxy, and you should review the entire proxy statement and our Annual Report on Form 10-K.

Annual Meeting Information
Time10-K for the fiscal year ended December 31, 2020 (the "2020 Form 10-K"). We refer to the fiscal year ended December 31, 2020 as "fiscal year 2020," "fiscal 2020," and Date:	8:30 AM (Eastern Time), June 17, 2016
Record Date:	April 21, 2016
Place:	ExlService Holdings, Inc. 280 Park Avenue, 38th Floor New York, New York 10017"2020."
MEETING AGENDA, VOTING MATTERS AND RECOMMENDATIONS
Voting Proposal Item
Voting:	Stockholders as of the record date are entitled to vote

Board Vote Recommendation

Meeting Agenda, Voting Matters and Recommendations
The Board of Directors recommends a votefor the following proposals:​	​	​
1. Election of directors
1.	FORthe election of two Class I members of the board of directors of the Company for a term of three years each (page 77);nominee (pg. 110)
			Required Vote: Affirmative vote of a majority of shares present in person* or represented by proxy and entitled to vote
2.	the ratification Ratification of the selectionappointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2016 (page 78);
3.	the approval of the compensation of the named executive officers of the Company (page 80) (non-binding vote); and
4.	the transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Board Nominations(1)
NameFOR ( (Year Joined Board)	Principal Occupation	Auditpg. 112 Committee)	Compensation Committee	Nominating and Corporate Governance Committee
Rohit Kapoor (November 2002) Required Vote: Affirmative vote of a majority of shares present in person* or represented by proxy and entitled to vote
Vice Chairman & CEO since April 2012; co-founder of Company in 1999
3. Advisory (non-binding) vote on executive compensation			FOR (pg. 114)
Anne Minto (March 2013) Required Vote: Affirmative vote of a majority of shares present in person* or represented by proxy and entitled to vote
Independent Director; lawyer​	​	​
*Virtual attendance at our Annual Meeting will constitute presence in person for purposes of quorum and formerly held senior management rolesvoting at Shell UK and Smiths Group plc				ü	üthe Annual Meeting.

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2021 PROXY STATEMENT SUMMARY

Our Business

EXL isWe are a leading operations management and analytics company that helps businesses enhance growthour clients build and profitability in the face of relentless competitiongrow sustainable businesses. By orchestrating our domain expertise, data, analytics and continuous disruption. Using our proprietary award-winning Business EXLerator Framework™, which integrate analytics, automation, benchmarking, BPO, consulting, industry best practices anddigital technology, platforms EXL lookswe look deeper to help companiesdesign and manage agile, client-centric operating models to improve global operations, drive profitability, enhance client satisfaction, increase data-driven insights, increase customer satisfaction, and manage risk and compliance. EXL servesHeadquartered in New York, as of March 31, 2021 we had approximately 31,600 professionals in locations throughout the United States, the United Kingdom, Europe, India, the Philippines, Colombia, Canada, Australia and South Africa. We serve clients in multiple industries, including insurance, healthcare, banking and financial services, utilities, and travel, transportation and logistics, industries. Headquartered in New York, New York, EXL has more than 24,000 professionals in locations throughout the United States, Europe, Asia (primarily Indiamedia and Philippines), Latin America, Australia and South Africa.retail, among others.

Performance Highlights for 2015

* Excludes the reimbursement of disentanglement costs of $0.3 million and $26.3 million in 2013 and 2014, respectively, for a disclosed client issue. Please refer to our SEC filings, including our most recent Annual Report on Form 10-K, for additional information regarding this reimbursement.

We improvedWhile our annual revenues decreased from $499.3 million ($525.6 million excluding the reimbursement of one-time disentanglement costs of $26.3 million) in fiscal year 2014 to $628.5$991.3 million in fiscal year 2015,2019 to $958.4 million in fiscal year 2020, we improved our net income attributable to stockholders by 32% to $89.5 million. During the first fiscal quarter ended March 31, 2020, COVID-19 did not have a significant impact on our business, however, in subsequent quarters, COVID-19 materially impacted us. Among other actions in 2020, we adapted delivery for our clients to a work from home model; took actions in response to the pandemic that focused on helping our employees; and also achieved the following:

implemented a series of cost reduction measures. For more information regarding these and other business highlights, please see page 23Pages 63 to 65 below and ourthe 2020 Form 10-K.

As shown in the following table,The graphs below compare our 1-year, 3-year and 5-year cumulative total stockholder return outperformed market benchmarks.

("TSR") as of December 31, 2020 with the median TSR for companies comprising Nasdaq, S&P 600 and our peer group.

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2021 PROXY STATEMENT SUMMARY

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	(1)	Cumulative growth rate as
CORPORATE GOVERNANCE HIGHLIGHTS Based on current board profile and practices (including our nine director nominees, and our two directors who currently serve on our board, but will not be standing for reelection) Board of December 31, 2015.Directors Composition • 11 directors, all of whom are independent, except for our Vice Chairman and CEO • Independent board chairman • Seasoned board of directors, with diverse experience, including in human capital management, corporate sustainability, insurance, healthcare, utilities, consulting, banking and financial services, finance/accounting, global business and technology • Diversity in age, ethnicity, gender and other important characteristics • Declassified board Board Accountability • Majority voting standard for uncontested elections • Annual board- and committee-level evaluations • Regularly-held executive session of non-management directors • Robust executive and director equity ownership guidelines • Independent board of directors evaluation of CEO performance and compensation Governance Practices • Regular executive sessions • Standing board committees composed solely of independent chairs and members • Equity ownership guidelines • Independent compensation consultant • Board risk oversight and assessment • Board committee oversight over sustainability efforts • Director training and education • Simultaneous service restrictions • Active stockholder engagement program addressing strategy, performance and governance

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2021 PROXY STATEMENT SUMMARY

Skills Matrix

		Finance and Accounting		Executive Leadership		Public Company Governance		Technology		Analytics		Human Capital Management		Operations Management		Marketing and Branding		International Companies		Risk Oversight and Management
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Garen Staglin		✓		✓		✓		✓				✓		✓		✓		✓		✓
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Rohit Kapoor		✓		✓		✓		✓		✓		✓		✓		✓		✓		✓
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
David Kelso		✓		✓		✓						✓				✓		✓		✓
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Deborah Kerr				✓		✓		✓		✓		✓		✓		✓		✓		✓
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Anne Minto				✓		✓						✓		✓				✓		✓
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Som Mittal		✓		✓		✓		✓				✓		✓				✓		✓
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Clyde Ostler		✓		✓		✓				✓				✓		✓		✓		✓
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Vikram Pandit		✓		✓		✓		✓		✓		✓		✓		✓		✓		✓
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Kristy Pipes		✓		✓		✓		✓		✓		✓		✓				✓		✓
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Nitin Sahney		✓		✓		✓						✓		✓		✓				✓
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Jaynie Studenmund		✓		✓		✓		✓		✓		✓		✓		✓		✓		✓
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

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Our corporate culture is rooted in our five core values. In line with our culture, we are committed to sustainability initiatives that are key to our long-term strategy and benefit our stockholders, clients, employees and communities. See "Sustainability" beginning on page 47 below for more details on our recent accomplishments in sustainability.

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Named Executive Officers

On an annual basis, we submit to our stockholders an advisorya vote to approve, our executive compensation. At this year’s Annual Meeting, we are seeking your approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in this proxy statement. We refer to this vote as "say-on-pay". Please refer to our Compensation Discussion and Analysis, startingbeginning on page 2361 for a complete description of our 20152020 compensation program.

Vice Chairman & CEO Compensation Mix(1)	NEO Compensation Mix (Excluding Vice Chairman & CEO)

Auditor Matters

As a matter of good corporate practice, we are seeking your ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2016. For more information on our auditors, including 2015 audit fees, see page 78.

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Below are a few highlights of our executive compensation:

•

Compensation Philosophy:  Our executive compensation philosophy is being furnishedfocused on pay-for-performance and is designed to you in connectionreflect appropriate governance practices aligned with the solicitation byneeds of our business, and includes, among others, the boardfollowing features: clawback policy; robust stock ownership guidelines for executives (and non-employee directors); limited perquisites; no tax gross-ups; and an anti-hedging and anti-pledging policy. See "Executive Compensation Program, Practices and Policies" beginning on page 67 below.



•

98% Say-on-Pay Approval of directors of ExlService Holdings, Inc., a Delaware corporation (“us,” “we,” “our” or the “Company”), of proxies to be used at2019 Compensation:  At our 20162020 Annual Meeting of Stockholders, (the “Annual Meeting”) to be held at the New York offices of the Company, 280 Park Avenue, 38^th Floor, New York, New York, 10017our stockholders approved, on June 17, 2016, at 8:30 AM, Eastern Time, and any adjournments or postponements thereof.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, the Company furnishes proxy materials via the Internet. If you received a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) by mail, you will not receive a printed copy of our proxy materials other than as described herein. Instead, the Internet Notice will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Internet Notice also instructs you as to how you may submit your proxy over the Internet or by phone. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting proxy materials included in the Internet Notice.

It is anticipated that the Internet Notice will be sent to stockholders on or about April 29, 2016. This proxy statement and the form of proxy relating to the Annual Meeting will be made available via the Internet to stockholders on the date that the Internet Notice is first sent.

Who Can Vote

Only stockholders who own shares of our common stock at the close of business on April 21, 2016, the record date for the Annual Meeting, can vote at the Annual Meeting. As of the close of business on April 21, 2016, the record date, we had 33,592,996 shares of common stock outstanding and entitled to vote. Each holder of common stock is entitled to one vote for each share held as of the record date for the Annual Meeting. There is no cumulative voting in the election of directors.

How You Can Vote

If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent (which means you are a “stockholder of record”), you can vote your proxy by (i) Internet, (ii) by phone or (iii) by requesting that proxy materials be sent to you by mail that will include a proxy card that you can use to vote by completing, signing, dating and returning the proxy card in the prepaid postage envelope provided. Please refer to the specific instructions set forth in the Internet Notice. You will not be able to vote your shares unless you use one of the methods above to designate a proxy or by attending the Annual Meeting.

If you are the beneficial owner of shares held in the name of a brokerage, bank, trust or other nominee as a custodian (also referred to as shares held in “street name”), your broker, bank, trustee or nominee will provide you with materials and instructions for voting your shares. In addition to voting by mail, a number of banks and brokerage firms participate in a program provided through Broadridge Financial Solutions, Inc. (“Broadridge”) that offers telephone and Internet voting options. Votes submitted by telephone or by using the Internet through Broadridge’s program must be received by 11:59 p.m. Eastern Time, on June 16, 2016.

Voting at the Annual Meeting. Voting by Internet, phone or mail will not limit your right to vote at the Annual Meeting if you decide to attend in person. Our board of directors recommends that you vote by Internet, phone or mail as it is not practical for most stockholders to attend the Annual Meeting. If you are a “stockholder of record,” you may vote your shares in person at the Annual Meeting. If you hold your shares in “street name,” you must obtain a proxy from your broker, bank, trustee or nominee giving you the right to vote the shares at the Annual Meeting or your vote at the Annual Meeting will not be counted.

Revocation of Proxies

You can revoke your proxy at any time before it is exercised in any of the following ways:

·

by voting in person at the Annual Meeting;

·

by submitting written notice of revocation to the inspector of elections prior to the Annual Meeting; or

·

by submitting another properly executed proxy of a later date to the inspector of elections prior to the Annual Meeting.

Required Vote; Effect of Abstentions and Broker Non-Votes

Quorum

A quorum, which is a majority of the issued and outstanding shares of our common stock as of April 21, 2016, must be present to hold the Annual Meeting. A quorum is calculated based on the number of shares represented by the stockholders attending the Annual Meeting in person and by their proxy holders. If you indicate an abstention as your voting preference for all matters to be acted upon at the Annual Meeting, your shares will be counted toward a quorum but they will not be voted on any matter.

Proposal 1: Election of Directors

Under our by-laws, directors are elected by the affirmative vote of a plurality of votes cast in person or represented by proxy and entitled to vote at the Annual Meeting. You may cast your vote in favor of electing the nominees as directors, withhold your vote on one or more nominees or abstain from voting your shares. For purposes of the vote on Proposal 1, abstentions and broker non-votes (as described below) will have no effect on the results of the vote.

Other Proposals

The ratification of the appointment of our independent registered public accounting firm, the approval ofnon-binding advisory basis, the compensation ofpaid to our named executive officers and each other item to be acted upon atfor fiscal year 2019. Approximately 98% of the Annual Meeting will require the affirmative vote of a majority of sharesvotes present in person or represented by proxy and entitled to vote at the Annual Meeting. You may cast your vote(excluding broker non-votes) voted in favor of or against these proposals or you may abstain from voting your shares. For purposes offiscal year 2019 compensation.



•

Annual Bonus Program Based Upon Financial Performance Criteria:  Our Compensation Committee approved the vote on Proposals 2 (ratification of the appointmentcontinued use of our independent registered public accounting firm)annual bonus program, which was based upon the following performance criteria:



–

Company Wide Metrics — Adjusted earnings per share ("EPS"), 3 (approvalrevenue, and adjusted operating profit margin ("AOPM")



–

Business Line Metrics — Revenue, Adjusted EPS, Business Operating Income (BOI), and AOPM



–

Individual Metrics — Linked to areas of performance that are specific to each executive



•

Long-Term Equity Incentive Program:   We also continued our equity incentive program, which includes granting a balanced mix of time-vested restricted stock units and performance-based restricted stock units. The performance-based restricted stock units were comprised of:



–

Relative total stockholder return-linked restricted stock units, and



–

Revenue-linked restricted stock units.



•

2020 Performance:  We delivered the compensationfollowing revenue, Adjusted EPS, and AOPM (as described below) performance:



–

Annual Incentive Program:  As measured under our annual incentive plan, we delivered 99.20% of our named executive officers), or such other items to be acted upon at the Annual Meeting, abstentions will have the effect of a vote against these proposals. Broker non-votes will have the effect of a vote against Proposal 3 (approval of the compensationAdjusted EPS target, 89.32% of our named executive officers); but because Proposal 2 is a “routine” proposal, no broker non-vote will occur.

If you submit your proxy, but do not mark your voting preference, the proxy holders will vote your shares (i) FOR the election of the nominees for director, (ii) FOR the ratification of the appointmentrevenue performance target, and 95.26% of our independent registered public accounting firm, (iii) FOR the approval of the compensation ofAOPM target resulting in annual incentive payout calculations for our named executive officers, and (iv) as described below,ranging from 50.36% of target performance to 94.69% of target performance. As discussed in greater detail in the judgmentCompensation Discussion and Analysis below, our Compensation Committee did not make adjustments to the performance targets that had previously been set, but rather reviewed Company, business unit, and individual performance and adjusted the payouts to 75% of target performance for all named executive officers after taking into account the unanticipated impact of the proxy holder on any other matters presentedCOVID-19 pandemic and the teamwork and extraordinary efforts of the named executive officers.



–

Equity Incentive Program:  This was the third and final performance year for the 2018 performance-based restricted stock units. We achieved 99.89% of the revenue target for the revenue-linked restricted stock units resulting in 100% of target funding of those grants. The Company's TSR performance was at the Annual Meeting.

Shares Held46.51 percentile amongst its peer group, resulting in “Street Name” by a Broker

If you are the beneficial ownerexecutives earning 88.37% of the target funding of those grants. In the aggregate the 2018 performance-based restricted stock units resulted in the vesting of shares held in “street name” by a broker, then your broker, asat 94.13% of target performance. No adjustments were made to the record holder2018 performance-based restricted stock units or the associated performance targets — or the outstanding 2019 and 2020

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2021 PROXY STATEMENT SUMMARY

performance-based restricted stock units or associated performance targets — to account for the impact of the shares, must vote those sharesCOVID-19 pandemic in accordance with your instructions. If you failthe 2020 fiscal year.

•

2020 COVID-19 Related Temporary Salary Deferrals and Reductions:  Although the Compensation Committee approved modest increases to provide instructions to your broker, under the New York Stock Exchange rules (which apply to brokers even though our shares are listed on the NASDAQ Stock Market), your broker will not be authorized to exercise its discretion and vote your shares on “non-routine” proposals, including the election of directors and approval of the compensation of our named executive officers. As a result, a “broker non-vote” occurs. However, without your instructions, your broker would have discretionary authority to vote your shares only with respect to “routine” proposals, including at the Annual Meeting, the ratification of the appointment of our independent registered public accounting firm.

Other Matters to Be Acted Upon at the Meeting

Our board of directors presently is not aware of any matters, other than those specifically stated in the Notice of Annual Meeting, which areofficers' base salaries to be presentedeffective April 1, 2020, the named executive officers agreed to defer these increases due to the uncertainly caused by the COVID-19 pandemic. The increases, therefore, did not come into effect during the 2020 fiscal year. In addition, from May 1, 2020 to August 31, 2020, also due to the uncertainty caused by the COVID-19 pandemic and in order to retain flexibility, the Company's executive management team recommended to the Compensation Committee and the Compensation Committee accepted, salary reductions for action at the Annual Meeting. If any matternamed executive officers. Accordingly, the base salary for the Company's Vice Chairman and Chief Executive Officer, Mr. Rohit Kapoor, was temporarily reduced by 50% and the base salary for the other than those describednamed executive officers was temporarily reduced by 30%. Finally, as an extension of these cost saving actions, our non-employee directors also agreed to a reduction of 30% in this proxy statement is presented at the Annual Meeting ontheir cash retainers, which a vote may properly be taken, the shares represented by proxies will be votedwas in accordance with the judgment of the person or persons voting those shares.

effect from May 1, 2020 to August 31, 2020.

Adjournments and PostponementsCompensation Mix

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Solicitation of Proxies

We will pay the cost of printing and mailing proxy materials and posting them on the Internet. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of our common stock.

Internet Availability of Proxy Materials

Our Notice of Annual Meeting, proxy statement and form of proxy card are each available atwww.proxyvote.com. You may access these materials and provide your proxy by following the instructions provided in the Internet Notice.

Important

Please promptly vote and submit your proxy by (i) Internet (by following the instructions provided in the Internet Notice), (ii) by phone (by following the instructions provided in the Internet Notice) or (iii) by requesting that proxy materials be sent to you by mail that will include a proxy card that you can use to vote by completing, signing, dating and returning the proxy card in the prepaid postage envelope provided.

If you have any further questions about voting your shares or attending the Annual Meeting, please call our Investor Relations Department at (212) 277-7109.

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OUR BOARD OF DIRECTORS

Our board of directors currently consists of eight11 directors divided into three classes,(including our nine director nominees, and our two directors who are currently serving on the board, but will not stand for reelection) with each director servingdiverse experience, including in human capital management, corporate sustainability, insurance, healthcare, utilities, consulting, banking and financial services, finance/accounting, global business and technology. The following tables include a three-year termsummary of our board composition by age, gender, tenure and one class being elected at each year’s annual meeting of stockholders. The current composition ofindependence.

Historically, our board of directors is as follows:

Board Nominations
	Class I (Term Expires 2016)		Class II (Term Expires 2017)			Class III (Term Expires 2018)
	Kapoor	Minto	Kelso	Mittal	Ostler	Kerr	Sahney	Staglin
High Level of Financial Literacy	ü		ü		ü	ü	ü	ü
Executive Leadership & Board Experience	ü	ü	ü	ü	ü	ü	ü	ü
International / Global Experience	ü	ü	ü	ü	ü	ü		ü
Operations Management, Analytics and/or Industry Vertical Experience	ü	ü	ü	ü	ü	ü	ü	ü

        Audit committee financial experts under applicable SEC rules and regulations.

The election of our Class I directors will take place atwas divided into three classes. Beginning with the Annual Meeting. If elected, each of the Class IMeeting, however, all director nominees elected by our stockholders will serve on our boardbe elected to hold office for a term of directors until our 2019 Annual Meeting of Stockholdersone year, or until their successors are duly elected and qualified in accordance with our by-laws.

by-laws, and the classification of the Board of Directors will terminate in its entirety.

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OUR BOARD OF DIRECTORS

​

Upon the recommendation of our Nominating and Governance Committee, we are pleased to propose nine of our existing directors as nominees for election as directors at the Annual Meeting. As previously disclosed, two of our current directors, Ms. Kerr and Mr. Kelso, will not be standing for re-election at the Annual Meeting; the remaining nine directors are our director nominees at the Annual Meeting. Our nominees for re-election as directors at the Annual Meeting are as follows:

DIRECTOR NOMINEES

​	​	​	​	​	​	​
		Rohit Kapoor Vice Chairman and CEO and Director				Vikram Pandit* Independent Director
​	​	​	​	​	​	​
		Anne Minto Independent Director and Former Chair of the Compensation Committee				Kristy Pipes Independent Director
​	​	​	​	​	​	​
		Som Mittal Independent Director				Nitin Sahney Independent Director and Chair of the Nominating and Governance Committee
​	​	​	​	​	​	​
		Jaynie Studenmund Independent Director and Chair of the Compensation Committee				Garen Staglin Independent Director and Chair of the Board
​	​	​	​	​	​	​
		Clyde Ostler Independent Director and Chair of the Audit Committee
​	​	​	​	​	​	​

* Mr. Pandit was appointed to the board as a director under the terms of an Investment Agreement as described on pages 19 to 20 below.

We believe that our director nominees and continuing directors, individually and together as a whole, possess the requisite skills, experience and qualifications necessary to maintain an effective board to serve the best interests of the Company and its stockholders described below under Director Qualifications (see page 12).

In addition to satisfying these general qualifications considered by the Nominating and Governance Committee in connection with a director nomination, Vikram S. Pandit was appointed to the Board on October 4, 2018 as a director pursuant to the terms of an Investment Agreement, dated as of October 1, 2018 (the "Investment Agreement"), between the Company and Orogen Echo LLC (the "Purchaser"), an affiliate of The Orogen Group LLC ("The Orogen Group"). The Investment Agreement was entered into in connection with our issuance to the Purchaser of

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OUR BOARD OF DIRECTORS

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$150,000,000 in aggregate principal amount of 3.50% Convertible Senior Notes due October 1, 2024 (the "notes"). For so long as the Purchaser has the right to nominate a director to the Board under the Investment Agreement, we have, subject to the terms of the Investment Agreement, agreed to include such person in our list of nominees for election to our board of directors at each of our annual meetings of stockholders at which directors are to be elected, and to use our reasonable best efforts to cause the election of such person to our board of directors. The Purchaser's right to nominate a director will terminate if Purchaser and its affiliates beneficially own less than 50% of the number of shares of our common stock deemed beneficially owned by the Purchaser and its affiliates immediately following the issuance of the notes (which, for purposes of the Investment Agreement, includes shares of our common stock issuable upon conversion of the notes).

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OUR BOARD OF DIRECTORS

BOARD OF DIRECTORS

The names, ages and principal occupations (which have continued for at least the past five years unless otherwise indicated) and certain other information, including the specific experience, qualifications, attributes or skills that led to the conclusion that such person should serve as a director of the Company, with respect to each of the nominees and continuing directors are set forth below.

Directors with Terms Expiring in 2016

Rohit Kapoor—Age: 51—co-founded EXL Inc. in April 1999 and has served as our Vice Chairman and CEO since April 2012 and as a director since November 2002. Mr. Kapoor served as our President and CEO from May 2008 to March 2012, as our Chief Financial Officer (“CFO”) from November 2002 until June 2005 and from September 2006 to March 2007, as our Chief Operating Officer from June 2007 until April 2008 and as President and CFO of EXL Inc. since August 2000. Prior to founding EXL Inc., Mr. Kapoor served as a business head of Deutsche Bank from July 1999 to July 2000. From 1991 to 2000, Mr. Kapoor served in various capacities at Bank of America in the United States and Asia, including India. Mr. Kapoor was appointed as a member of the board of directors of CA Technologies, Inc. (NASDAQ: CA) on April 7, 2011 and is an active member of the National Association of Software and

Services Companies (“NASSCOM”) BPM Forum. The Company has concluded that in connection with Mr. Kapoor’s experience as a founder and current role as CEO of the Company, he should serve as a director.

Anne E. Minto—Age: 62—has served as a member of our board of directors since March 2013. Ms. Minto is a qualified lawyer and member of the Law Society of Scotland. She is a Fellow of the Chartered Institute of Personnel & Development, the Chartered Institute of Management and the City and Guilds of London Institute. She was Group Director Human Resources and a member of the executive committee at Centrica plc from 2002 until her retirement in 2011. Ms. Minto previously held senior management roles at Shell UK and Smiths Group plc and was Deputy Director-General of the Engineering Employers’ Federation. Based in the UK, Ms. Minto is a non-executive director of Shire plc (NASDAQ: SHPG; LSE: SHP) and a non-executive director of Tate & Lyle plc (LSE: TATE) where she serves as Chairman of the Remuneration Committees of both companies. She is also a non-executive director of the Court of the University of Aberdeen and Vice Chairman of the University of Aberdeen Development Trust. She was awarded an OBE in 2000 for services to the engineering industry in the UK. The Company has concluded, based in part on Ms. Minto’s extensive experience as a member of international company boards and of management in the human resources field, together with her knowledge and experience of the European business and regulatory environment that she should serve as a director.

Directors with Terms Expiring in 2017

David B. Kelso—Age: 63—has served as a member of our board of directors since July 2006. Mr. Kelso is a financial advisor for Kelso Advisory Services, a company he started in 2003. Mr. Kelso served as a senior advisor to Inductis, Inc. from June 2004 through June 2006 at which time the firm was acquired by the Company. From September 2001 through September 2003, Mr. Kelso served as Chairman of the Aetna Life Insurance Co. as well as the Executive Vice President, Strategy and Finance and a member of the Office of the Chairman for Aetna, Inc. From 1996 to 2001, Mr. Kelso was Executive Vice President, Chief Financial Officer and Managing Director of the Chubb Corporation. Mr. Kelso currently serves on the Board of Directors of the Sound Shore Fund where he is the lead independent director and Chair of the Audit, Nominating, and Valuation Committees. From 2005 to 2010, Mr. Kelso was a member of the Board of Directors of Aspen Holdings Limited. From 2007 to 2015, Mr. Kelso served on the Board of Assurant, Inc. and was a member of its Audit Committee and Finance & Investment Committee. In November 2015, Mr. Kelso was appointed to the Board of Trustees of the Darden School Foundation of the University of Virginia Darden School of Business. Mr. Kelso’s business experience with Inductis, his management and operating experience at major public companies, his expertise in finance, strategy and investments, and his board and committee service at other global companies led to the conclusion that he should serve as a director.

Som Mittal—Age: 64—has served as a member of our board of directors since December 2013. Mr. Mittal served as President of NASSCOM, a trade body for the IT and business process management industries in India from 2008 through January 2014. Mr. Mittal has held various corporate leadership roles in the IT industry since 1989, including at companies such as Wipro, Digital India, Compaq and HP. He also has extensive experience in the engineering, manufacturing and automotive industries, having held executive roles with Larsen & Toubro, Escorts and Denso. Mr. Mittal became an Independent Director of Axis Bank (NSE: Axis) in October 2011, Cyient Ltd. (NSE: CYIENT) in April 2014 and Tata SIA Airlines in July 2015. He is a member of the Board of Governors of the Indian Institute of Corporate Affairs. Mr. Mittal has been a committee member with the Indian Prime Minister’s National

e-Governance Program and is part of several committees of the Government of India. Besides being an Advisor to several companies he is also deeply associated with education as he is on the Board of Governors of several of them. The Company has concluded, based in part on Mr. Mittal’s business experience as President of NASSCOM and his knowledge of the outsourcing industry, that Mr. Mittal should serve as a director. 

Clyde W. Ostler—Age: 69—has served as a member of our board of directors since December 2007. At the time of his retirement in 2011 from Wells Fargo & Co., Mr. Ostler was a Group Executive Vice President of Wells Fargo & Co., Vice Chairman of Wells Fargo Bank California NA, and President of Wells Fargo Family Wealth. Mr. Ostler served in a number of capacities during his forty year tenure with Wells Fargo, including Vice Chairman in the Office of the President, Chief Financial Officer, Chief Auditor, Head of Retail Branch Banking, Head of Information Technology, Head of Institutional and Personal Investments and Head of Internet Services. Mr. Ostler also served on the Senior Management Committee of Wells Fargo for over twenty-five years. Mr. Ostler has also served on a number of for-profit and non-profit boards of directors. Mr. Ostler was appointed to the board of The McClatchy Company (NYSE: MNI) in March 2013. The Company has concluded, based in part on Mr. Ostler’s business experience through his positions at Wells Fargo & Company that Mr. Ostler should serve as a director.

Nominees for Terms Expiring in 2018

Deborah Kerr—Age: 44—has served as a member of our board of directors since January 2015. Ms. Kerr is a proven technology leader in the software industry with more than 25 years of diverse management experience. Ms. Kerr has served as the Executive Vice President and Chief Product and Technology Officer at Sabre Corporation (NASDAQ: SABR) since 2013 and is responsible for leading the global product and technology organization. Prior to her appointment at Sabre Corporation, Ms. Kerr served as Executive Vice President, Chief Product and Technology Officer at Fair Isaac Corporation (FICO) from 2009 until 2012. Ms. Kerr previously held senior leadership roles with Hewlett-Packard, Peregrine Systems and NASA’s Jet Propulsion Laboratory. From 2013 to present Ms. Kerr serves as an Independent Director of D+H Corporation (TSX: DH), which provides technology solutions and products to the financial services industry. She was previously a member of the board of directors of Mitchell International Inc. and was Chair of the Technology Committee. The Company has concluded, based in part on Ms. Kerr’s experience driving business through innovative technology solutions and more than 25 years of diverse management experience that Ms. Kerr should serve as a director.

Nitin Sahney—Age: 53—has served as a member of our board of directors since January 2016. He is a leader in the healthcare industry with over 25 years of experience across all areas of healthcare. He is the former President and CEO of Omnicare Inc., a former New York Stock Exchange-listed Fortune 500 company in the long-term care and specialty care industries. Prior to Omnicare, Mr. Sahney managed a healthcare investment fund, and was the founder and CEO of RxCrossroads, a specialty pharmaceutical company. He also held a series of leadership positions with Cardinal Healthcare, a global healthcare services and products company. The Company has concluded, based in part on Mr. Sahney’s experience as CEO of Omnicare, Inc. and his expertise in the healthcare industry garnered from more than two decades of experience that he should serve as a director.

Garen K. Staglin—Age: 71—has served as our Chairman since February 2014 and as a member of our board of directors since June 2005. Mr. Staglin has over 40 years of experience in the financial services and technology industries. From 2001 to 2004 he was Chief Executive Officer of eONE Global LP, an emerging payments company, and from 1993 – 1999 he was CEO of Safelite Auto Glass, a provider of glass claim solutions. Mr. Staglin serves on the boards of directors of several public and private companies and non-profit corporations. In the past five years, Mr. Staglin has served on the public company board of directors of Bottomline Technologies, Inc. and of Solera Holdings, Inc. and is presently serving on the board of SVB Financial Group (NASDAQ: SIVB). Additional prior public board experience includes First Data Corporation, CyberCash, Inc., and Quick Response Services. Private board experience includes Specialized Bicycle, NVoice Payments, Profit Velocity Solutions, and Winecountry.com. Non-profit board experience includes One Mind, IMHRO, and BringChange2Mind. The Company has concluded, based in part on Mr. Staglin’s experience in the financial services and technology industries and his past experience as a member of public company boards of directors that Mr. Staglin should serve as a director.

There are no family relationships among any of our directors or executive officers.

Nominees for Election at the Annual Meeting

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Rohit Kapoor Director since November 2002    |    Vice Chairman and CEO since April 2012			​	Non-Independent
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	​	Age: 56 — co-founded EXL in April 1999 and has served as our Vice Chairman and CEO since April 2012 and as a director since November 2002. He previously served as our President and CEO from May 2008 to March 2012. Mr. Kapoor's business experience and directorships are detailed below. The Company has concluded that, in connection with Mr. Kapoor's experience as a founder and current role as CEO of the Company, Mr. Kapoor should serve as a director. Committees: N/A Business Experience at the Company • Vice Chairman and CEO (2012 - present) • President and CEO (2008 - 2012) • Various senior leadership roles, including CFO and COO (2000 - 2008) Other Business Experience • Business head, Deutsche Bank, a financial services provider (1999 - 2000) • Various capacities at Bank of America in the United States and Asia, including India (1991 - 1999) Public Directorships During Past Five Years • Director and member of the audit committee and former lead independent director,CA Technologies, Inc., a software services company (NASDAQ: CA) (2012 - 2018) Other Relevant Experience • Member, Board of Directors, American India Foundation (AIF) • Member, Board of Directors, Pratham (Tristate Chapter)
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Anne E. Minto Director since March 2013			​	Independent
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	​	Age: 67 — is a qualified lawyer and member of the Law Society of Scotland. Ms. Minto's business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Minto's extensive experience as a member of international company boards and management in the human resources field and her expertise in human capital management, together with her knowledge and experience of the European business and regulatory environment, that Ms. Minto should serve as a director. Committees: • Compensation, Nominating and Governance Business Experience • Qualified lawyer and member of Law Society of Scotland • Group director, human resources and member of the executive committee, Centrica plc, an energy and services company (2002 - 2011) • Prior senior management roles at Shell UK and Smiths Group plc Public Directorships During Past Five Years • Non-executive director, chairman of the remuneration committee, Tate & Lyle plc, a global provider of specialty food products (LSE: TATE) (2012 - present) • Non-executive director, chairman of the remuneration committee and member of the nomination and governance committee, Shire plc, a global biopharmaceutical company (NASDAQ: SHPG, LSE: SHP) (2010 - 2019) Other Relevant Experience • Non-executive director, Court of the University of Aberdeen • Chairman, University of Aberdeen Development Trust • Fellow, Chartered Institute of Personnel & Development and the City and Guilds of London Institute • Fellow, Chartered Institute of Management • Recipient, Order of the British Empire for services to the U.K. engineering industry (2000)
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Som Mittal Director since December 2013			​	Independent
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	​	Age: 69 — has held various corporate leadership roles in the IT industry since 1989 and has extensive experience in the engineering and automotive sectors. His business experience and directorships are detailed below. The Company has concluded, based in part on Mr. Mittal's business experience as President of NASSCOM, his knowledge of the global outsourcing industry and his expertise in corporate sustainability and responsibility, that Mr. Mittal should serve as a director. Committees: • Compensation, Nominating and Governance Business Experience • Chairman and President, NASSCOM, a trade body for the IT and business process management industries in India (2008 - 2014) • Prior leadership roles at Wipro, Digital, Compaq and HP • Prior executive roles at Larsen and Tourbo, Escorts and Denso Public Directorships During Past Five Years • Director and member of audit and risk management committee, Cyient Ltd., an engineering design services company (NSE:CYIENT) (2014 - present) • Director and chairman of nomination and remuneration committee, Sheela Foam Ltd., a manufacturing company (NSE: SFL) (2016 - present) • Director and chairman of customer service committee and IT strategy committee, member of nomination and remuneration committee and other committees, Axis Bank, Ltd., a financial services company (NSE:Axis) (2011 - 2019) Other Directorships • Director, Tata SIA Airlines, Ltd., an Indian airline joint venture between TATA and Singapore Airlines with Indian and international operations (2015 - present) • Non executive Independent Director and Chairman, Vodafone India Services India Pvt Ltd., an Indian shared services company that is wholly owned, operated and controlled by Vodafone Group Plc ("Vodafone") and provides information technology and networks services, among others, to Vodafone (2020 - present) Other Relevant Experience • Former member, Board of Governors, Indian Institute of Corporate Affairs • Former Committee Member, Indian Prime Minister's National e-Governance Program • Member of the governing body of Axis Bank Foundation, a non-profit organization, and member of board of governors of academic institutions
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Clyde W. Ostler Director since December 2007			​	Independent
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	​	Age: 74 — is a retired executive of Wells Fargo and during his 40-year tenure held numerous senior leadership positions within that organization. The Company has concluded, based in part on Mr. Ostler should serve as a director. Committees: • Audit (Chair)*, Compensation Business Experience • Leadership positions within Wells Fargo, including: Group Executive Vice President, Wells Fargo & Co., Vice Chairman, Wells Fargo Bank California NA, President, Wells Fargo Family Wealth, Vice Chairman in the Office of the President, Chief Financial Officer, Chief Auditor, Head of Retail Branch Banking, Head of Information Technology, Head of Institutional and Personal Investments and Head of Internet Services • Served on the Senior Management Committee of Wells Fargo for over 25 years Public Directorships During Past Five Years • Director, McClatchy Company, a media company (NYSE: MNI) (2013 - 2020) Other Directorships • Advisory Director Emeritus, FTV Capital, a private global investment company Other Relevant Experience • Director's Advisory Council, Scripps Institution of Oceanography
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* Audit committee financial expert under applicable SEC rules and regulations.

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Vikram S. Pandit Director since October 2018			​	Independent
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	​	Age: 64 — is Chairman and Chief Executive Officer of The Orogen Group, which makes significant long-term strategic investments in financial services companies and related businesses. Mr. Pandit's business experience and directorships are detailed below. Mr. Pandit was appointed to the Board pursuant to the terms of the Investment Agreement. The Company has concluded, based in part on Mr. Pandit's more than 30 years of experience in the financial services industry, including his experience as Chief Executive Officer and a member of the board of directors of Citigroup Inc. (NYSE: C), that Mr. Pandit should serve as a director. Committees: • Audit; Nominating and Governance Business Experience • Chairman and Chief Executive Officer, The Orogen Group LLC (July 2016 - present) • Chairman, TGG Group (February 2014 - June 2016) • Chief Executive Officer, Citigroup Inc. (December 2007 - October 2012) Public Directorships During Past Five Years • Director and member of the nominating and governance and finance committees, Virtusa Corporation (NASDAQ: VRTU) (2017 - 2021) • Lead Independent Director, chair of the human resources and compensation committee and member of the corporate governance and nominating committee, former member of the audit committee, Bombardier Inc. (TSX: BBD) (2014 - present) Other Relevant Experience • Director, Citigroup Inc. (December 2007 - October 2012) • Chairman, Fair Square Financial Holdings (2017 - present) • Director, Westcor Land Title Insurance Company (2020 - present) • Chairman, JM Financial Credit Solutions Ltd. (2014 - present) • Member of the Board of Overseers of Columbia Business School • Member of the Board of Visitors of Columbia School of Engineering • Member of the Board of Trustees of Columbia Business School until 2016
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Kristy Pipes Director since January 2021			​	Independent
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	​	Age: 61 — is a leader in the consulting and financial services industry. Ms. Pipes's business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Pipes's experience as the Chief Financial Officer and as a member of the Management Committee of Deloitte Consulting, LLP and her expertise in the consulting and financial services industry that Ms. Pipes should serve as a director. Committees: • Audit; Compensation Business Experience • Chief Financial Officer, member of the Management Committee and various leadership positions, Deloitte Consulting LLP, a management consulting firm (1999 - 2019) • Vice President and Manager, Finance Division, Transamerica Life Companies (1997 - 1999) • Senior Vice President and Chief of Staff for the President and CEO, among other senior management positions, First Interstate Bank of California (1985 - 1996) Public Directorships During Past Five Years • Director and chair of the audit committee, and member of the nominating/corporate governance committee, PS Business Parks, Inc. (NYSE: PSB), a commercial property real estate investment trust (2019 - present) • Director and chair of the audit committee, and member of the nominating/corporate governance committee, Public Storage (NYSE: PSA) an international self storage company (2020 - present)
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* Audit committee financial expert under applicable SEC rules and regulations.

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Nitin Sahney Director since January 2016			​	Independent
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	​	Age: 58 — Is a leader in the healthcare industry with over 25 years of experience across all areas of healthcare. Mr. Sahney's business experience and directorships are detailed below. The Company has concluded, based in part on Mr. Sahney's experience as CEO of Pharmacord and Omnicare, Inc. and his expertise in the healthcare industry garnered from more than two decades of experience, that Mr. Sahney should serve as a director. Committees: • Nominating and Governance (Chair), Audit Business Experience • Founder, Member-Manager and Chief Executive Officer, Pharmacord, LLC, a company that helps biopharma manufacturers address product access hurdles (2016 - present) • Operating Advisor, Clayton Dubilier & Rice Funds, a private equity firm (2016 - 2017) • President and CEO (2014 - 2015) and President and COO (2012 - 2014) of Omnicare Inc., a former New York Stock Exchange-listed Fortune 500 company in the long-term care and specialty care industries • Manager of a healthcare investment fund (2008 - 2010) • Founder and CEO of RxCrossroads, a specialty pharmaceutical company (2001 - 2007) • Prior leadership positions with Cardinal Healthcare, a global healthcare services and products company Public Directorships During Past Five Years • Director, Option Care Enterprises, Inc. (NASDAQ: OPCH) (2019 - present) Other Relevant Experience • Member of the Board of Trustees, University of Louisville (2017 - 2019)
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Garen K. Staglin Director since June 2005    |    Chairman of the Board since February 2014			​	Independent
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	​	Age: 76 — has over 45 years of experience in the financial services and technology industries. Mr. Staglin's business experience and directorships are detailed below. The Company has concluded, based in part on Mr. Staglin's experience in the financial services and technology industries and his past experience as a member of public company boards of directors, that Mr. Staglin should serve as a director. Committees: • Compensation, Nominating and Governance Business Experience • Chief Executive Officer of eONE Global LP, an emerging payments company (2001 - 2004) • Chief Executive Officer of Safelite Auto Glass, a provider of glass claim solutions (1993 - 1999) Public Directorships During Past Five Years • Director, chairman of the compensation and member of the governance and risk committees, SVB Financial Group (NASDAQ:SIVB), a financial services provider (2011 - present) Other Directorships • Senior Advisor and Advisory Director, FTV Capital, a private global investment company (2004 - present) • Vice Chairman, Profit Velocity Solutions, a manufacturing analytics firm (2007 - present) • Chairman, Nvoicepay, Inc. an electronic payment service provider (2010 - 2019) • Advisory Director, Specialized Bicycle, a manufacturer of cycling equipment (1995 - 2014) • Other directorships completed prior to 2015 include: Bottomline Technologies, a provider of payment and invoice automation software and services (2007 - 2012); Solera Holdings, a public automotive insurance software service provider (2005 - 2011); First Data Corporation, a payments solutions provider (1992 - 2003); and Global Document Solutions, a private document processing outsourcing company (2005 - 2010). Other Relevant Experience • Co-Founder and Co-Chairman, One Mind (1995 - present) • Founder and Co-Chairman, Healthy Brains Financing Initiative (2019 - present) • Member of the Stewardship Board, World Economic Forum (2019 - present) • Co-Chairman, UCLA Centennial Capital Campaign (2014 - 2019)
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Jaynie M. Studenmund Director since September 2018			​	Independent
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	​	Age: 66 — is a seasoned executive with significant experience as a top line executive leading financial services and digital companies. She also has extensive experience as a public company director. Ms. Studenmund's business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Studenmund's extensive public company board experience, together with her knowledge and experience in the digital, financial services, health care and consumer business sectors, and her expertise in compensation and corporate governance, that Ms. Studenmund should serve as a director. Committees: • Compensation (Chair), Audit* Business Experience • Chief Operating Officer, Overture Services, a pioneer in paid search and search engine marketing (2001- 2004) • President & Chief Operating Officer, PayMyBills, the leading consumer bill payment and presentment company (1999 - 2001) • Previously for over two decades served as Executive Vice President and Head of Consumer and Business Banking for three of the nation's largest banks at the time and primarily for First Interstate of California. Today, these three banks form the backbone of Chase's and Wells Fargo's consumer business in California following the era of bank consolidation. Other Relevant Experience • Director and chair of the compensation committee and member of the risk management committee, Pacific Premier Bancorp (Nasdaq: PPBI) (2019 - present) • Director and chair of the compensation committee and member of the nomination and governance committee, CoreLogic, Inc. (NYSE: CLGX) (2012 - present) • Director and member of the contracts committee, audit committee and nomination and governance committee, Western Asset Management funds (2004 - present), a major global fixed income fund, and director of affiliated funds for Western Asset Management • Director, compensation committee chair and member of the compliance committee, Pinnacle Entertainment (Nasdaq: PNK) until its acquisition in 2018 (2012 - 2018) • Director, compensation committee chair and member of the audit committee, Lifelock (Nasdaq: LOCK) until its acquisition in 2017 (2015 - 2017) Other Relevant Experience • Board Leadership Fellow, National Association of Corporate Directors • Life trustee and board chair, Huntington Hospital • Founder and board member, Enduring Heroes Foundation
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* Audit committee financial expert under applicable SEC rules and regulations.

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CORPORATE GOVERNANCE

Director Independence

CORPORATE GOVERNANCE

Our

DIRECTOR INDEPENDENCE

In determining director independence, the board of directors considered the transactions and relationships set forth below under "Certain Relationships and Related Person Transactions — Related Party Transactions" and routine service arrangements between the Company and each of Fair Square Financial ("FSF") and Virtusa Corporation ("Virtusa"). During fiscal year 2020, one of our directors, Mr. Pandit, served as a non-executive director and, through his ownership in The Orogen Group (see below for information on Mr. Pandit's relationship with The Orogen Group), owned an immaterial indirect equity interest, in each of FSF and Virtusa; Mr. Pandit is not a partner, controlling shareholder or executive officer of either FSF or Virtusa. Based on its review of all applicable relationships, our board of directors has determined that all of the members on our board of directors, other than Mr. Kapoor, meet the independence requirements of the Nasdaq Stock Market and federal securities laws.

MEETING ATTENDANCE

Meeting Attendance

OurWe expect our directors are expected to attend all board of directors meetings and meetings of committees on which they serve. Directors areWe also expectedexpect our directors to spend sufficient time and meet as frequently as necessary to discharge their responsibilities properly. Overall, during 2015, our boardEach director attended at least 75% of directors met 7 times. Each memberthe aggregate meetings of our board of directors attended more than 75% of our board of directors meetingsand the committees on which they served during the period in 2015 in which he or she served on our board of directors.2020. It is our policy that all of our directors should attend our Annual Meetings of Stockholders absent exceptional cause. All of the persons who were members of the board of directors at the timecause, and all of our 2015then-incumbent directors attended the 2020 Annual Meeting of Stockholders attended such meeting.

Stockholders.

Board Leadership Structureand Committee Meetings in 2020

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CORPORATE GOVERNANCE FRAMEWORK

The board is responsible for providing governance and oversight over the effectiveness of policy and decision-making with respect to the strategy, operations and management of EXL, in order to enhance our financial performance and stockholder value over the long term.

Our board's commitment to strong corporate governance is informed by the five core values of our corporate culture: innovation, respect, integrity, excellence and collaboration. Our board seeks to maintain best practices in corporate governance by reviewing and updating our governance policies, as appropriate, at least annually, and provides oversight over our risk management and strategic planning, as relates to our growth, human capital management, and environmental, social and governance matters, each as discussed further below.

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CORPORATE GOVERNANCE

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BEYOND THE BOARD ROOM

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CORPORATE GOVERNANCE

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BOARD LEADERSHIP STRUCTURE

Our board of directors is currently led by Garen K. Staglin, our Chairman, and Rohit Kapoor, our Vice Chairman and CEO.

Our by-laws provide that our Chairman or, in the absence of our Chairman, our Lead Director (if there is a Lead Director serving at such time), or in the absence of both our Chairman and Lead Director, our CEO, shall callcalls meetings of our board of directors to order and shall actacts as the chairman thereof.for those board meetings. In the absence of our Chairman, our Lead Director (if there is a Lead Director serving at such time), and our CEO, and a majority of our directors present may elect as chairman of the meeting any director present. Independent directors meet at least quarterly in executive session without any management directors or members of the Company’sCompany's management present. TheOur Corporate Governance Guidlines provide that in the absence of our Chairman, our Lead Director (if there is a Lead Director serving at such time) or, in the absence of the Lead Director, a director chosen by the directors meeting in executive session, presides at all executive sessions.

Consolidating the Vice Chairman and CEO positions allows our CEO to contribute his experience and perspective regarding management and leadership of the Company towards the goals of improved corporate governance and greater management accountability. In addition, the presence of our Chairman ensures that the board can retain sufficient delineation of responsibilities, such that our Chairman and our Vice Chairman and CEO may each successfully and effectively perform and discharge their respective duties and, as a corollary, enhance our prospects for success. TheAs a result, the Company will thus benefit from the ability to integrate the collective leadership and corporate governance experience of our Chairman and our Vice Chairman and CEO, while retaining the ability to facilitate the functioning of the board of directors independently of our management and to focus on our commitment to corporate governance.

For the foregoing reasons, our board of directors has determined that its leadership structure is appropriate and in the best interests of our stockholders at this time.

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DIRECTOR QUALIFICATIONS, REFRESHMENT AND EVALUATIONS

Director Qualifications

The board of directors considers it paramount to achieving excellence in corporate governance to assemble a board of directors that, taken together, has the breadth of skills, qualifications, experience and attributes appropriate for functioning as the board of directors of our Company and working productively with management. The Nominating and Governance Committee of the board is responsible for recommending nominees who are qualified and bring a diverse set of skills and qualifications to oversee the Company effectively.

The Nominating and Governance Committee has not formally established any minimum qualifications for director candidates, but pursuant to our Corporate Governance Guidelines, our board of directors seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Nominating and Governance Committee assesses each director candidate's independence, diversity (including age, ethnicity, race and gender, among others), skills and experience in the context of the needs of the board of directors. The Nominating and Governance Committee considers a number of factors in selecting director candidates, including, among others: ethical standards and integrity; independence; diversity of professional and personal backgrounds; skills and experience; other public company directorships; and financial literacy and expertise; communication skills; and ability and willingness to comply with Company policies and procedures.

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CORPORATE GOVERNANCE

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In light of our business, the primary areas of experience, qualifications and attributes typically sought and put forward by the Nominating and Governance Committee in director candidates include, but are not limited to, the following:

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REFRESHMENT

Our Nominating and Governance Committee regularly considers the size and composition of our board on a continual basis with an aim toward creating a balanced board with extensive experience and institutional knowledge, and fresh perspective and insight. Considerations include whether the composition of the board of directors includes sufficient diversity and independent skill sets and background as appropriate for our immediate and long-term strategic needs. These considerations are also informed by discussions with our investors through stockholder engagement. In terms of diversity, our board is 57% diverse in terms of gender and 57% diverse in terms of ethnic/racial diversity.

In considering board composition, our Nominating and Governance Committee also considers the length of tenure of the directors as a whole. Over the past four years, we have added three new directors, and following the Annual Meeting, will have the following balance of tenures:

While the Company does not maintain term limits, our Corporate Governance Guidelines provide that the expectations for new directors is a maximum term of ten years. The board actively manages board refreshment and succession planning. The board expects that over the next few years, three to four longer tenured directors may retire. The Nominating and Governance Committee will identify successors based on the goal of maintaining the board's overall balance of experience and perspective. A recommendation regarding board composition is shared with the full board of directors on an annual basis.

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Board Refreshment Process:

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Board Evaluations

We consider the continued effectiveness of the board and its committees as critical to our long-term success and stockholder value. The board evaluates its performance and the performance of it committees and each director on an annual basis through the following process:

COMMITTEES

Our board of directors currently has three standing committees: the Audit Committee, the Nominating and Governance Committee and the Compensation Committee.

Committee Composition(1)
	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
David B. Kelso	ü		ü(Chair)
Deborah Kerr	ü	ü
Anne Minto		ü(Chair)	ü
Som Mittal		ü	ü
Clyde Ostler	ü (Chair)	ü
Nitin Sahney	ü		ü
Garen K. Staglin		ü	ü

  As discussed above, our board of directors has determined that each member of the Audit, Nominating and Governance and Compensation Committees meets the independence and experience requirements of the Nasdaq Stock Market and federal securities laws. Copies of our committee financial expert under applicable SEC rules and regulations.charters can be found on the Investor Relations page of our website at: https://ir.exlservice.com/corporate-governance. Information on our website referred to in this proxy statement does not constitute a part of this proxy statement.

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