TABLE OF CONTENTSTable of Contents

20162020 PROXY STATEMENT SUMMARY

Summary

Below is a summary of selected key components of this proxy statement, including information regarding this year’s stockholder meeting, nominees for our board of 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 for the fiscal year ended December 31, 2019 (the “2019 Form 10-K”). We refer to the fiscal year ended December 31, 2019 as “fiscal year 2019,” “fiscal 2019,” and “2019.”

Annual Meeting Information

Time and Date:
8:30 AM (Eastern Time)
June 15, 2020

Record Date:
April 17, 2020

Place:
Virtual format only via live audio webcastwww.virtualshareholdermeeting.com/EXLS2020

Voting:
Stockholders as of the Record Date are entitled to vote

Voting Methods

Annual Meeting Information
Time 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
Voting:	Stockholders as of the record date are entitled to vote

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. See page 11 for additional details.

Meeting Agenda, Voting Matters and Recommendations

Our Business*Virtual attendance at our Annual Meeting constitutes presence in person for purposes of quorum and voting at the Annual Meeting. 

EXL isOur Business

We 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 serves theWe serve clients in multiple industries, including insurance, healthcare, banking and financial services, utilities, and travel, transportation and logistics, industries.media and retail, among others. Headquartered in New York, New York, EXL hasas of March 31, 2020 we had more than 24,00032,700 professionals in locations throughout the United States, the United Kingdom, Europe, Asia (primarily India, and Philippines), Latin America,the Philippines, Colombia, Australia and South Africa.

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 improved our annual revenues 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$883.1 million in fiscal year 2015, 2018 to $991.3 million in fiscal year 2019,and improved our net income attributable to stockholders by 19% to $67.7 million. We also achieved numerous other successes, including substantial completion of the following:

wind down of the operations of our Health Integrated business. For more information regarding these and other business highlights, please see page 23pages 43 to 44 below and ourthe 2019 Form 10-K.

As shown in the following table,The graphs below compare our 1-year, 3-year and 5-year total stockholder return outperformed market benchmarks.(“TSR”) with that of the companies comprising Nasdaq, S&P 500 and our peer group.

(1) Cumulative growth rate as of December 31, 2019.

(2) Peer group TSR data excludes Convergys Corporation, which was acquired in October 2018, and DST Systems, which was acquired in April 2018.

Our Purpose and Core Values

Corporate Governance Highlights

Based on current board profile and practices

Board of Directors Composition

●     Ten 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, insurance, healthcare, utilities, banking and financial services, finance/accounting, global business and technology ●     Diversity in age, gender and other important characteristics ●     Declassified board (subject to phase-out as described below)

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 consultants ●     Board risk oversight and assessment ●     Board committee oversight over sustainability efforts ●     Director training and education ●     Simultaneous service restrictions

*A complete list of each nominee’s business experience and directorships is listed below beginning on page 18

2015

Corporate Social Responsibility, Sustainability and Human Capital Management

Our corporate culture is rooted in our five core values. In line with our culture, we are committed to corporate social responsibility, sustainability and human capital management initiatives that are key to our long-term strategy and benefit our communities, clients, employees and stockholders.

2019 Compensation Highlights

(1) For each named executive officer, this category includes, if applicable, his perquisites and personal benefits, changes in pension value, Company-paid life insurance premiums and Company contributions to our 401(k) plan. A detailed discussion of the compensation components for each named executive officer for fiscal year 2019 is provided in the “Summary Compensation Table for Fiscal Year 2019” beginning on page [62].

(2) Mr. Chhibbar’s last working day at the Company was December 13, 2019.

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 2342 for a complete description of our 20152018 compensation program.

Below are a few highlights of our executive compensation:

Compensation Mix

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

*Base Salary also includes 1% of other compensation

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.

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATIONANNUAL MEETING Q&A

Who Is Providing this Proxy Statement?

This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors of ExlService Holdings, Inc., a Delaware corporation (“us,” “we,” “our” or the “Company”), of proxies to be used at our 20162020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held in virtual format only via live audio webcast at the New York offices of the Company, 280 Park Avenue, 38^th Floor, New York, New York, 10017 on June 17, 2016,websitewww.virtualshareholdermeeting.com/EXLS2020, at 8:30 AM, Eastern Time, and any adjournments or postponements thereof.

How Are the Proxy Materials Being Made Available?

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 thatOur 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.

When Will the Internet Notice Be Sent?

We anticipate the Internet Notice will be sent to stockholders on or about April 29, 2016.24, 2020. This proxy statement and the form of proxy relating to the Annual Meeting will be made available via the Internet to stockholders on or prior to the date that the Internet Notice is first sent.

Who Can VoteVote?

Only stockholders who own shares of our common stock at the close of business on April 21, 2016,17, 2020, the record date for the Annual Meeting, can vote at the Annual Meeting. As of the close of business on April 21, 2016,17, 2020, the record date, we had 33,592,99634,316,121 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.

Is Cumulative Voting Applicable in the Election of Directors?

There is no cumulative voting in the election of directors.

How You CanDo I Vote My Shares?

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, 2016.14, 2020.

Voting atYou also have the Annual Meeting. Voting by Internet, phone or mail will not limit your right to vote electronically at the Annual Meeting if you decide to attend in person.attend. 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 personelectronically 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 electronically at the Annual Meeting or your vote at the Annual Meeting will not be counted.

You will not be able to vote your shares unless you use one of the methods described above to designate a proxy or you vote electronically at the Annual Meeting.

Revocation of ProxiesCan I Revoke My Proxy?

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

Required Vote; Effect of Abstentions and Broker Non-VotesHow Is a Quorum Established at the Annual Meeting?

Quorum

A quorum, which is a majority of the issued and outstanding shares of our common stock as of the record date of April 21, 2016,17, 2020, must be present, in person or by proxy, to holdconduct business at 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

UnderVirtual attendance at our by-laws, directors are elected by the affirmative vote of a plurality of votes castAnnual Meeting constitutes presence in person or represented by proxy and entitled to votefor purposes of quorum 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 of the compensation of our named executive officers, and each other item to be acted upon at the Annual Meeting will require the affirmative vote ofWhat Is a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. You may cast your vote in favor of or against these proposals or you may abstain from voting your shares. For purposes of the vote on Proposals 2 (ratification of the appointment of our independent registered public accounting firm), 3 (approval of the compensation 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 compensation 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 appointment of our independent registered public accounting firm, (iii) FOR the approval of the compensation of our named executive officers, and (iv) as described below, in the judgment of the proxy holder on any other matters presented at the Annual Meeting.

Shares Held in “Street Name” by a Broker“Broker Non-Vote”?

If you are the beneficial owner of shares held in “street name” by a broker, then your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. If you fail 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, includingwhich include, at the Annual Meeting, the election of directors and approval on an advisory (non-binding) basis of the compensation of our named executive officers. As a result, a “broker non-vote” occurs. However, without your instructions, your broker would havehas discretionary authority to vote your shares only with respect to “routine” proposals includingonly, which include, at the Annual Meeting, the ratification of the appointment of our independent registered public accounting firm.

How Many Votes Are Needed to Approve Each Proposal and What Is the Effect of Abstentions and/or Broker Non-Votes?

Proposal 1: Election of Directors

Under our Fifth Amended and Restated By-Laws (our “by-laws”), directors who are standing for election at the Annual Meeting will be elected by the affirmative vote of a majority of votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) by stockholders in person or represented by proxy and entitled to vote at the Annual Meeting. If any incumbent nominee for director receives a greater number of votes “against” his or her election than votes “for” such election, our by-laws provide that such person will tender to the board of directors his or her resignation as a director. You may cast your vote in favor of electing all of the nominees as directors, against one or more nominees, or abstain from voting your shares. For purposes of the vote on Proposal 1, abstentions and broker non-votes will have no effect on the results of the vote.Virtual attendance at our Annual Meeting constitutes presence in person for purposes of voting at the Annual Meeting. 

Other Proposals

The ratification of the appointment of our independent registered public accounting firm, the advisory (non-binding) approval of the compensation of our named executive officers and each other item to be acted upon at the Annual Meeting will require the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. You may cast your vote in favor of or against these proposals or you may abstain from voting your shares. For purposes of the vote on Proposal 2 (ratification of the appointment of our independent registered public accounting firm), Proposal 3 (advisory (non-binding) vote on executive compensation), and such other items properly presented and 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, but because Proposal 2 is a “routine” proposal where brokers have discretionary authority to vote in the absence of instruction, there will be no broker non-votes.

If you submit your proxy, but do not mark your voting preference, the proxy holders will vote your shares (i) FOR the election of all six nominees for director, (ii) FOR the ratification of the appointment of our independent registered public accounting firm, (iii) FOR the approval on an advisory (non-binding) basis of the compensation of our named executive officers, and (iv) as described below, in the judgment of the proxy holder on any other matters properly presented at the Annual Meeting.

Are There Other Matters to Be Acted Upon at the MeetingMeeting?

Our board of directors presently is not aware of any matters, other than those specifically stated in the Notice of Annual Meeting, which are to be presented for action at the Annual Meeting. If any matter other than those described in this proxy statement is presented at the Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.

What About Adjournments and PostponementsPostponements?

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 beis properly adjourned or postponed.

Who Pays For Solicitation of ProxiesProxies?

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 MaterialsHow Can I Attend the Annual Meeting and why is the Company holding the Annual Meeting in a Virtual-Only Format?

Our NoticeWe have monitored the coronavirus/COVID-19 situation closely and have determined that holding an in-person annual meeting could pose a risk to the health and safety of our stockholders, employees, and directors, and will instead hold a Virtual Annual Meeting proxy statementrather than a meeting in New York or at any physical location.

To attend and formparticipate in the Virtual Annual Meeting, stockholders will need to access the live audio webcast of proxy card are each available atthe meeting. To do so, stockholders of record will need to visitwww.proxyvote.comwww.virtualshareholdermeeting.com/EXLS2020. You may access these materials and provide your proxy by following the instructionsuse their 16-digit Control Number provided in the Internet Notice.Notice to log in to this website, and beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares. We encourage stockholders to log in to this website and access the webcast before the Virtual Annual Meeting’s start time. Further instructions on how to attend, participate in and vote at the Virtual Annual Meeting, including how to demonstrate your ownership of our stock as of the record date, are available atwww.virtualshareholdermeeting.com/EXLS2020. Please note you will only be able to attend, participate and vote in the meeting using this website.

How Do I Submit Questions at the Annual Meeting?

We are committed to ensuring that our stockholders will be afforded the same rights and opportunities to participate in our Virtual Annual Meeting as they would at a meeting held at a physical location. You will be able to submit questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/EXLS2020. We will try to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct as determined by the chairman of the meeting. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Will the Annual Meeting be Recorded?

A recording of the Annual Meeting will be available online athttp://ir.exlservice.com for approximately 12 months following the meeting date.

What if I Have Technical Difficulties or Trouble Accessing the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the live webcast of the Annual Meeting. A technical support phone number will be posted onwww.virtualshareholdermeeting.com/EXLS2020 that you may call if you experience technical difficulties during the check-in process or during the Annual Meeting.

What If I Have Further Questions?

If you have any further questions about voting your shares or attending the Annual Meeting, please call our Investor Relations Department at (212) 624-5913.

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.This will not limit your right to attend or vote at the Annual Meeting.

All Annual Meeting attendees may be asked to present valid, government-issued photo identification (federal, state or local), such as a driver’s license or passport, and proof of beneficial ownership if you hold your shares through a broker, bank, trust or other nominee, before entering the Annual Meeting. Attendees may be subject to security inspections. Video and audio recording devices and other electronic devices will not be permitted at the Annual Meeting.

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.

OUR BOARD OF DIRECTORS

Our board of directors, which currently consists of eightten directors, historically was divided into three classes, withclasses. Beginning at the annual meeting of stockholders held in 2019, each director servingis elected to serve a three-yearone-year term and one class being elected at each year’s annual meeting of stockholders.* The current composition of our board of directors is as follows:

Director Nominees

Former Class I and Class II — Term expires 2020

Board Nominations
	Class IRohit Kapoor (Term Expires 2016)Vice Chairman and CEO and Director	Class II (Term Expires 2017)	Class IIISom Mittal (Term Expires 2018)Independent Director
	Kapoor David Kelso Independent Director and Chair of the Nominating and Governance Committee	Minto	Kelso	Mittal	Clyde Ostler	Kerr	Sahney	Staglin Independent Director and Chair of the Audit Committee
High Level	Anne Minto Independent Director and Chair of Financial Literacythe Compensation Committee	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 Jaynie Studenmund Independent Director

        Audit committee financial experts under applicable SEC rules and regulations.Class III — Term expires 2021

	Deborah Kerr Independent Director		Nitin Sahney Independent Director
	Vikram Pandit** Independent Director		Garen Staglin Independent Director and Chair of the Board

The election of our Class I directors will take place

* As approved by the Company’s stockholders at the Annual Meeting. If elected, each of the Class I director nominees will serve on our board of directors until our 2019 Annual Meeting of Stockholders, the board of directors began to be declassified over a three-year phase-out period. All director nominees whose terms expire at the Annual Meeting, including the former Class I directors elected at the 2019 Annual Meeting of Stockholders and the former Class II directors, will be, if elected by our stockholders, elected to hold office for a term of one year, or until their

successors are duly elected and qualified in accordance with our by-laws. At the 2021 Annual Meeting of Stockholders, all director nominees elected by our stockholders will be elected to hold office for a term of one 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.

**Mr. Pandit was appointed to the board as a Class III director under the terms of an Investment Agreement as described on page 85 below.

2020 Director Nominees

Upon the recommendation of our Nominating and Governance Committee, we are pleased to propose six of our existing directors, who were formerly our Class I and Class II directors, as nominees for election as directors at the Annual Meeting.

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.

Director Qualifications

EXLSERVICE.COM  ∕   16

	Executive Leadership Experience holding significant leadership positions, including as a CEO or head of a significant business, to help us drive business strategy, growth and performance.
	Finance and Accounting Experience with finance, accounting or financial reporting processes, to help drive financial performance.
	Global Experience Experience working outside of the United States or with multinational companies, to help facilitate our global expansion.
	Board Experience Understanding of public company board of director and fiduciary duties, to help provide perspective on corporate governance best practices and related matters.
	Client and Industry Expertise Experience with our key client industries, including insurance, healthcare, banking and financial services, finance/accounting, and our other capabilities, to help deepen our knowledge of our key industry verticals and markets in which we do business.
	Risk Oversight / Management Experience assessing and overseeing the overall risk profile of multinational public companies.
	Human Capital Management Experience in management and development of human capital, including management of a large workforce, diversity and inclusion, talent development, workplace health and safety, compensation and other human capital issues.

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 Class III 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, an affiliate of The Orogen Group LLC (the “Purchaser”). The Investment Agreement was entered into in connection with our issuance to the Purchaser of $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).

EXLSERVICE.COM  ∕   17

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

13 Rohit Kapoor Director since November 2002 Vice Chairman and CEO since April 2012	Independent: NO
	Age: 55— 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. 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, CA Technologies, Inc., a software services company (NASDAQ: CA) (2002 – 2018) Other Relevant Experience ●    Chairman, National Association of Software and Services Companies (“NASSCOM”) BPM Council. ●    Member, Board of Directors, America India Foundation (AIF)

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David B. Kelso Director since July 2006	Independent: YES
	Age: 67—is a financial advisor for Kelso Advisory Services, a company he started in 2003. Mr. Kelso’s business experience and directorships are detailed below. The Company has concluded, based in part on 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, that Mr. Kelso should serve as a director.
Committees: ●    Audit*, Nominating and Governance (Chair) Business Experience ●    Financial Advisor, Kelso Advisory Services (2003 – present) ●    Senior Advisor, Inductis, Inc., a strategy and analytics company, until its acquisition by the Company (June 2004 – June 2006) ●    Chairman, Aetna Life Insurance Co., Executive Vice President, Strategy and Finance and member of the Office of the Chairman for Aetna, Inc., a managed healthcare company (2001 – 2003) ●    Executive Vice President, Chief Financial Officer and Managing Director, Chubb Corporation, a property and casualty insurer (1996-2001) Public Directorships During Past Five Years ●    Director and member of audit committee and finance & investment committee, Assurant, Inc., a global provider of risk management products and services (NYSE: AIZ) (2007 – 2015) Other Directorships ●    Lead independent director and chair of the audit, nominating and valuation committees, Sound Shore Fund, an equity mutual fund (2006 – present) ●    Director, Aspen Holdings Limited, a property and casualty reinsurance company (2005 – 2011) Other Relevant Experience ●    Board of Trustees, Darden School Foundation of the University of Virginia Darden School of Business

*Audit committee financial expert under applicable SEC rules and regulations.

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Anne E. Minto Director since March 2013

Independent: YES

Age: 66—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, together with her knowledge and experience of the European business and regulatory environment, that Ms. Minto should serve as a director.

Committees: ●    Compensation (Chair), Nominating and Governance Business Experience ●    Lawyer and member of Law Society of Scotland ●    Former 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 ●    Director, chairman of the remuneration committee and member of the audit and nomination committees, Tate & Lyle plc, a global provider of specialty food products (LSE: TATE) (2012 – present) ●   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 Policy and Resources Committee and University of Aberdeen Development Trust ●    Fellow, Chartered Institute of Personnel & Development and the City and Guilds of London Institute ●    Fellow, Chartered Institute of Management ●    Former Deputy Director-General of the Engineering Employer’s Federation

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Som Mittal Director since December 2013	Independent: YES
	Age: 68—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 and his knowledge of the global outsourcing industry, 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 ●    Prior member, Board of Governors, Indian Institute of Corporate Affairs ●    Prior Committee Member, Indian Prime Minister’s National e-Governance Program ●    Member/trustee of educational institutions and non-governmental organizations

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Clyde W. Ostler Director since December 2007	Independent: YES
	Age: 73—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’s business experience through his positions at Wells Fargo & Company, that 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, member of the audit committee and compensation committee, McClatchy Company, a media company (NYSE: MNI) (2013 – present) Other Directorships ●    Advisory Director Emeritus, FTV Capital, a private global investment company Other Relevant Experience ●    Director’s Advisory Council, Scripps Institution of Oceanography

*Audit committee financial expert under applicable SEC rules and regulations.

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Jaynie M. Studenmund Director since September 2018

Independent: YES

Age: 65—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, that Ms. Studenmund should serve as a director.

Committees: ●    Audit*, Compensation 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 Businesses for three of the nation’s largest banks, which today form the backbone of Chase and Wells Fargo’s retail franchises in California. Public Directorships During Past Five Years ●    Director and member of the compensation committee and risk management committee, Pacific Premier Bancorp (Nasdaq: PPBI) (2019 – present) ●    Director and member of the compensation committee and 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 (2004 – present), a major 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

*Audit committee financial expert under applicable SEC rules and regulations.

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Class III Directors (Terms Expiring in 2021)

Deborah Kerr Director since January 2015	Independent: YES
	Age: 48—is a proven technology leader in the software industry with more than 25 years of diverse management experience. Ms. Kerr’s business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Kerr’s experience in the technology, digital, marketing, operations and software and services industries, and her general management experience, that Ms. Kerr should serve as a director.
Committees: ●    Compensation, Nominating and Governance Business Experience ●    Managing Director, Warburg Pincus, a private equity firm (2019 – present) and previously Senior Advisor (2017-2019) ●    Executive Vice President and Chief Product and Technology Officer, Sabre Corporation (NASDAQ: SABR), a global technology company (2013 – 2017) ●    Executive Vice President, Chief Product and Technology Officer, Fair Isaac Corporation (FICO), an analytics software company (2009 – 2012) ●    Prior senior leadership roles with Hewlett Packard, Peregrine Systems and NASA’s Jet Propulsion Laboratory Public Directorships During Past Five Years ●    Director and member of the audit committee, International Airlines Group (BMAD: IAG, LSE: IAG) (2018 – present) ●    Director and member of the audit committee, NetApp (NASDAQ: NTAP), a hybrid cloud and data services company (2017 – present) ●    Director and member of the human resources, compensation and benefits committee, Chico’s FAS, Inc., a specialty retailer of women’s apparel (NYSE: CHS) (2017 – present) ●    Director, D+H Corporation (TSX: DH), a provider of technology solutions and products to the financial industry (2013 – 2017) Other Directorships ●    Director and chair of the audit committee, defi Solutions, Inc. (2019 – present) ●    Director and chair of the technology committee, Mitchell International Inc., a provider of technology solutions and services to the property and casualty industry (2010 – 2013)

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Vikram S. Pandit Director since October 2018	Independent: YES
	Age: 63—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 an Investment Agreement, dated as of October 1, 2018, between the Company and Orogen Echo LLC, an affiliate of The Orogen Group LLC. 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 Business Experience ●    Chairman and Chief Executive Officer, The Orogen Group (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 – present) ●    Director, chair of the human resources and compensation committee and member of the corporate governance and nominating and audit committees, Bombardier Inc. (TSX: BBD) (2014 – present) Other Relevant Experience ●    Director, Citigroup Inc. (December 2007 – October 2012) ●    Chairman, Fair Square Financial Holdings (2017 – 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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Nitin Sahney Director since January 2016	Independent: YES
	Age: 57—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 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: ●    Audit, Compensation 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 Health, 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: YES

Age: 75—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 committee, 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, an electronic payment service provider (2010 – 2019) ●    Advisory Director, Specialized Bicycle, a manufacturer of cycling equipment (1995 –2014) ●    Other directorships completed prior to 2014 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) ●    Founder and President, BringChange2Mind (2009 – 2014) ●    Co-Chairman, UCLA Centennial Capital Campaign (2014 – 2019)

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CORPORATE GOVERNANCECorporate Governance

 

Director Independence

 

OurIn 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.” 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   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.2019. 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 2019 Annual Meeting of Stockholders attended such meeting.

2019 Meetings Board — 5  Audit — 7  Compensation — 5  Nominating and Governance — 5  22 Board Leadership Structureand Committee Meetings in 2019

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

 

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’s management present. The Lead Director or, in the absence of the Lead Director, a director chosen by the directors meeting in executive session, presides at all executive sessions.

Independent Chairman Garen K. Staglin   Consolidating the Vice Chairman and CEO Rohit Kapoor

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. As a result, 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. 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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Majority Voting in Director Elections

Under our by-laws, directors who are standing for election in an uncontested election are elected by the affirmative vote of a majority of votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) in person or represented by proxy and entitled to vote at the meeting. If any incumbent nominee for director in an uncontested election receives a greater number of votes “against” his or her election than votes “for” such election, our by-laws provide that such person must tender to the board of directors his or her resignation as a director. (In contested elections, directors will be 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.) An uncontested election means an election in which the number of nominees for director is not greater than the number to be elected.

Committees

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

The following table sets forth the current chairs and members of each standing committee of the board of directors.

Committee Composition

 

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Audit Committee

Our Audit Committee oversees and assists our board of directors in fulfilling its oversight responsibilities with respect to our accounting and financial reporting processes, including the integrity of the financial statements and other financial information provided by us to our stockholders, the public, stock exchanges and others; our compliance with legal and regulatory requirements; our independent registered public accounting firm’s qualifications and independence; the audit of our financial statements; the performance of our internal audit function and independent registered public accounting firm; and the Company’s cyber security program and cyber strategy-related risks. Our Audit Committee’s risk oversight is discussed below on beginning on page 32.

Our Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent registered public accounting firm, and our independent registered public accounting firm reports directly to our Audit Committee. Our Audit Committee also reviews and approves specified related-party transactions as required by the rules of the Nasdaq Stock Market, and oversees the Company’s cyber security program and cyber strategy-related risks. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Audit Committee annually reviews and assesses the adequacy of the Audit Committee charter and its own performance.

AUDIT COMMITTEE PROFILE
Clyde Ostler, Chair*
David Kelso*    For the foregoing reasons, our board of directors has determined that its leadership structure is appropriateVikram Pandit	Nitin Sahney  Jaynie Studenmund*
●   Accounting and in the best interests of our stockholders at this time. Committeesfinancial reporting processes   ●   Our board of directors currently has three standing committees: the Audit Committee, the Nominatingindependent registered public accounting firm’s appointment and Governance Committee and the Compensation Committee.independence   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 ●   The audit of our financial statements and internal audit function    ●   Other key areas including cybersecurity, litigation, compliance and regulatory enforcement matters ●   Risk oversight
*Audit committee financial expert under applicable SEC rules and regulations. (1) Our standing committees consist of independent directors. As such, Mr. Kapoor is not included in the table.regulations
Audit Committee. Our Audit7 Committee oversees and assists our board of directorsMeetings in fulfilling its oversight responsibilities with respect to:2019

The members of our Audit Committee are appointed by our board of directors. All members of our Audit Committee must also be recommended by our Nominating and Governance Committee.

Nominating and Governance Committee

 

·

our accounting and financial reporting processes, including the integrity of the financial statements and other financial information provided by us to our stockholders, the public, stock exchanges and others;

Our Nominating and Governance Committee is responsible for: (i) identifying and recommending candidates for election to our board of directors using selection criteria approved by our board of directors, (ii) developing and recommending to our board of directors Corporate Governance Guidelines that are applicable to us, and (iii) overseeing our board of director and management evaluations.

 

·

our compliance with legal and regulatory requirements;

·

our independent registered public accounting firm’s qualifications and independence;

·

the audit of our financial statements;

·

the performance of our internal audit function and independent registered public accounting firm; and

·

the Company’s cyber security program and cyber strategy-related risks.

Our Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent registered public accounting firm, and our independent registered public accounting firm reports directly to our Audit Committee. Our Audit Committee also reviews and approves certain related-party transactions as required by the rules of the Nasdaq Stock Market. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Audit Committee annually reviews and assesses the adequacy of the Audit Committee charter and its own performance. In December 2015, the Audit Committee approved an amendment to its charter to include responsibility for overseeing the Company’s cyber security program and cyber strategy related risks. A copy of our Audit

Committee charter can be found on our website at www.exlservice.com. Information on our website referred to in this proxy statement does not constitute a part of this proxy statement.

The members of our Audit Committee are appointed by our board of directors. All members of our Audit Committee must also be recommended by our Nominating and Governance Committee. Our board of directors has determined that all of the members of the Audit Committee meet the independence and experience requirements of the Nasdaq Stock Market and the federal securities laws for audit committee membership. During 2015, our Audit Committee met seven times. Each member of our Audit Committee attended at least 75% of our Audit Committee’s meetings in 2015 during the period in which he or she served on our Audit Committee.

Nominating and Governance Committee. Our Nominating and Governance Committee identifies individuals qualified to become members of our board of directors (consistent with criteria approved by our board of directors), selects, or recommends that our board of directors select, candidates for election to our board of directors, develops and recommends to our board of directors Corporate Governance Guidelines that are applicable to us and oversees board of director and management evaluations. A copy of our Nominating and Governance Committee charter can be found on our website at www.exlservice.com.

Our Nominating and Governance Committee has a policy, reflected in such committee’s charter, of considering director candidates recommended by our stockholders. Candidate recommendations should be sent to our Nominating and Governance Committee, c/o ExlService Holdings, Inc., 280 Park Avenue, 38^th Floor, New York, New York 10017,

Our Nominating and Governance Committee has a policy, reflected in its charter, of considering director candidates recommended by our stockholders. Candidate recommendations should be sent to our Nominating and Governance Committee, c/o ExlService Holdings, Inc., 320 Park Avenue, 29^th Floor, New York, New York 10022, Attention: Corporate Secretary. Our Nominating and Governance Committee evaluates all candidates in the same manner regardless of the source of the recommendation. Our Nominating and Governance Committee, in making its selection of director candidates, considers the appropriate skills and personal characteristics required in the light of the then-current makeup of our board of directors and in the context of our perceived needs at the time. The Nominating and Governance Committee considers a number of factors in selecting director candidates, including, among others:

 

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the ethical standards and integrity in personal and professional dealings of the candidate; EXLSERVICE.COM  ∕   30        · the independence of the candidate under legal, regulatory and other applicable standards;   · the diversity of our existing board of directors, so that we maintain a body of directors from diverse professional and personal backgrounds;   · whether the skills and experience of the candidate will complement that of our existing board of directors;   · the number of other public company boards of directors on which the candidate serves or intends to serve, with the expectation that the candidate would not serve on the boards of directors of more than three other public companies;   · the ability and willingness of the candidate to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her board of directors’ duties; · the ability of the candidate to read and understand fundamental financial statements and understand the use of financial ratios and information in evaluating our financial performance;   · the willingness of the candidate to be accountable for his or her decisions as a director; ethical standards and integrity; independence; diversity of professional and personal backgrounds; skills andexperience; other public company directorships; and financial literacy and expertise; communication skills; and ability and willingness to comply with Company policies and procedures. · the ability of the candidate to provide wise and thoughtful counsel on a broad range of issues; · the ability and willingness of the candidate to interact with other directors in a manner that encourages responsible, open, challenging and inspired discussion; · whether the candidate has a history of achievements that reflects high standards; · the ability and willingness of the candidate to be committed to, and enthusiastic about, his or her performance for us as a director, both in absolute terms and relative to his or her peers; · whether the candidate possesses the courage to express views openly, even in the face of opposition; · the ability and willingness of the candidate to comply with the duties and responsibilities set forth in our Corporate Governance Guidelines and by-laws; · the ability and willingness of the candidate to comply with the duties of care, loyalty and confidentiality applicable to directors of publicly traded companies organized in our jurisdiction of incorporation; · the ability and willingness of the candidate to adhere to our Code of Conduct and Ethics, including, but not limited to, the policies on conflicts of interest expressed therein; and · such other attributes of the candidate and external factors as our board of directors deems appropriate.   Our Nominating and Governance Committee reviews written and oral information provided by and about candidates and considers any additional criteria it feels is appropriate to ensure that all director nominees possess appropriate skills and experience to serve as a member of our board of directors.   Although our Nominating and Governance Committee does not have a formal policy with regard to diversity of board members, 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. This assessment includes an individual’s independence, as well as consideration of diversity, age, skills and experience in the context of the needs of the board of directors. Our Nominating and Governance Committee reviews and makes recommendations regarding the composition of our board of directors in order to ensure that the board has an appropriate breadth of expertise and its membership consists of persons with sufficiently diverse and independent skill sets and backgrounds. NOMINATING AND GOVERNANCE COMMITTEE PROFILE David Kelso, Chair Deborah Kerr Anne Minto Som Mittal Nitin Sahney Garen Staglin ●   Identifying and recommending board candidates ●   Developing and recommending governance practices, including 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. This assessment includes an individual’s independence, as well as consideration of diversity, age, skills and experience in the context of the needs of the board of directors. Our Nominating and Governance Committee reviews and makes recommendations regarding the composition of our board of directors in order to ensure that the board has an appropriate breadth of expertise and its membership consists of persons with sufficiently diverse and independent skill sets and backgrounds. Our Nominating and Governance Committee annually reviews and assesses the adequacy of the Nominating and Governance Committee charter and its own performance. The members of our Nominating and Governance Committee are appointed by our board of directors. During 2015, our Nominating and Governance Committee met five times. Each appointed member of our Nominating and Governance Committee attended at least 75% of our Nominating and Governance Committee’s meetings in 2015 during the period in which he or she served on our Nominating and Governance Committee. Our board of directors has determined that all of the members of the Nominating and Governance Committee meet the independence requirements of the Nasdaq Stock Market and federal securities laws.   Compensation Committee.●   Overseeing board and management evaluations 5 Committee Meetings in 2019 The Nominating and Governance Committee is responsible for developing and annually reassessing succession plans for our CEO and other key executive officers of the Company. The Nominating and Governance Committee also prepares contingency plans for interim CEO succession in the event of an unexpected occurrence. The Nominating and Governance Committee also oversees our director onboarding and training program, which provides new directors with training regarding the Company’s policies and procedures and specific requirements that may be needed based on the director’s committee memberships. In addition, the Nominating and Governance Committee reviews the Company’s corporate social responsibility goals, policies and programs twice annually and the Company’s corporate governance policies and practices regularly. Our Nominating and Governance Committee annually reviews and assesses the adequacy of the Nominating and Governance Committee charter and its own performance. The members of our Nominating and Governance Committee are appointed by our board of directors. EXLSERVICE.COM  ∕   31      Compensation Committee Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our directors, officers and employees and is responsible for approving the compensation of our Vice Chairman and CEO and other executive officers. Our Compensation Committee also reviews, evaluates and makes recommendations to our board of directors with respect to our incentive compensation plans and equity-based plans and administers the issuance of awards under our equity incentive plans. Our Compensation Committee charter permits the committee to form and delegate authority to subcommittees when appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements of the Nasdaq Stock Market. Any such subcommittee must have a published committee charter. COMPENSATION COMMITTEE PROFILE Anne Minto, Chair Deborah Kerr  Som Mittal  Clyde Ostler Garen Staglin  Jaynie Studenmund ●   Reviewing and recommending compensation and benefits of our directors, officers and employees and is responsible for approving the ●   Overall compensation of our Vice Chairman and CEO and other executive officers. Our Compensation Committee also reviews, evaluates and makes recommendations to our board of directors with respect to ourrisk management, including recommending incentive compensation plans and equity-based plans and administers the issuance of awards under our equity incentive plans. Our Compensation Committee charter permits the committee to form and delegate authority to subcommittees when appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements of the Nasdaq Stock Market. Any such subcommittee must have a published committee charter. Our Compensation Committee charter also permits the committee to retain advisors, consultants or other professionals to assist the Compensation Committee to evaluate director, Vice Chairman and CEO or other senior executive compensation and to carry out its duties. For 2015, our Compensation Committee retained the services of Frederick W. Cook & Co., Inc. (“Cook & Co.), a qualified and independent compensation consultant, to aid the Compensation Committee in performing its review of executive compensation. Our Compensation Committee annually reviews and assesses the adequacy of the Compensation Committee charter and its own performance. Additional information regarding our Compensation Committee’s processes and procedures for considering executive compensation are addressed in the Compensation Discussion and Analysis below. A copy of our Compensation Committee charter can be found on our website at www.exlservice.com.   ●   Retention of advisors or other compensation consultants 5 Committee Meetings in 2019 Our Compensation Committee charter also permits the committee to retain advisors, consultants or other professionals to assist the Compensation Committee to evaluate director, Vice Chairman and CEO or other senior executive compensation and to carry out its duties. For 2019, our Compensation Committee retained the services of Frederick W. Cook & Co., Inc. (“FW Cook”), a qualified and independent compensation consultant, to aid the Compensation Committee in performing its review of executive compensation including executive compensation benchmarking and peer group analysis. Our Compensation Committee annually reviews and assesses the adequacy of the Compensation Committee charter and its own performance. Additional information regarding our Compensation Committee’s processes and procedures for considering executive compensation are addressed in the Compensation Discussion and Analysis below. The members of our Compensation Committee are appointed by our board of directors. All new members of our Compensation Committee must be recommended by our Nominating and Governance Committee. Our board of directors has determined that all members of the Compensation Committee meet the independence requirements of the Nasdaq Stock Market and federal securities laws for compensation committee membership. During 2015, our Compensation Committee met eight times. Each member of our Compensation Committee attended at least 75% of our Compensation Committee’s meetings in 2015 during the period in which he or she served on our Compensation Committee.   Board Self-Assessment Our Nominating and Governance Committee provides annual reports to our board of directors on the directors’ self-assessment of the performance of our board of directors, and on our CEO’s performance in respect of certain goals and objectives set by our Nominating and Governance Committee. In 2019, we engaged the National Association of Corporate Directors (the “NACD”) to assist in this process by providing a third party assessment of our board of directors and our committees. Risk Oversight   Our board of directors provides risk oversight. Our management assists the board in identifying strategic and operating risks that could affect the achievement of our business goals and objectives, assessing the likelihood and potential impact of these risks and proposing courses of action to mitigate and/or respond to these risks. These risks are reviewed and discussed periodically with the full board of directors as part of the business and operating review.   Our management is responsible for management of our day-to-day risks, and, because we are exposed to financial risks in multiple areas of our business, day-to-day risk management activities and processes are performed by multiple EXLSERVICE.COM  ∕   32      members of our senior and other management. Our board of directors primarily relies on the Audit Committee for oversight of our risk management and cyber security risk. The Audit Committee regularly reviews and discusses with management our major financial risk and cyber security exposures and the steps management has taken to monitor, control and manage such exposures, including our risk assessment and risk management guidelines and policies. In addition, our management maintains, as part of our disclosure controls and procedures, a separate disclosure committee that, as part of its review of our quarterly and annual reports, helps facilitate understanding by the AuditCommittee and our full board of directors of new or changing risks affecting us. Once a year, the full board receives a report from management on the Company’s readiness and capability to prevent, detect and respond to a cyber-attack. Compensation Committee Interlocks and Insider Participation   Once a year, the full board receives a report from management on the Company’s readiness and capability to prevent, detect and respond to a cyber-attack. In addition, we maintain Risk Appetite Guidelines that describe certain categories of risk and qualitative and quantitative thresholds considered by the Company to be consistent with its strategic objectives. These guidelines are designed to serve as a reference in assessing and implementing strategy, and to be actionable by management such that they are meaningful from an operational perspective. Compensation Committee Interlocks and Insider Participation Ms. Kerr, Ms. Minto, Mr. Mittal, Mr. Ostler, and Mr. Staglin and Ms. Studenmund are the members of our Compensation Committee. Key Risk Oversight Framework ●   Board provides risk oversight ●   Management is responsible for day-to-day risks ●   Audit Committee oversees risk management and cyber security risks ●   Compensation Committee oversees risks relating to the Company’s executive compensation plans ●   Nominating and Governance Committee manages risk associated with independence of directors and potential conflicts of interest ●   We have implemented Risk Appetite Guidelines with qualitative and quantitative thresholds   During 2015,2019, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our board of directors or Compensation Committee.   Other Directorships   The BoardOur board of directors maintains a practice whereby our directors disclose to the Board any offers to be a director of any other organization, which isare then evaluated by the Boardboard of directors for potential business and other conflicts. Our directors are subject to a simultaneous service limits that apply to other public company directorships, and, for members of our Audit Committee, service on other public company audit committees. See our Corporate Governance Guidelines on our website at https://ir.exlservice.com/corporate-governance for more information.   Code of Conduct and Ethics; Corporate Governance Guidelines   Our boardWe believe that our core values, which translate into high ethical standards and strong corporate governance, are essential to our long-term success, continued growth and building the trust of directors hasour employees, clients, communities and investors. We have adopted a Code of Conduct and Ethics thatand a set of Corporate Governance Guidelines, which can each be found on our website at https://ir.exlservice.com/corporate-governance. Our Code of Conduct and Ethics is applicable to our directors, officers and employees and which outlines the high ethical standards that we support and details how our directors, officers and employeesthey should conduct themselves when dealing with fellow employees, clients, suppliers, competitors and the general public. Our Code of Conduct and Ethics is reviewed annually by the Audit Committee. In December 2015, the Audit Committee approvedWe encourage our revised employees to speak up EXLSERVICE.COM  ∕   33      and enhancedraise concerns promptly about any situation that they believe may violate our Code of Conduct and Ethics which can be found on our website at www.exlservice.com.or the law and we are committed to responding promptly to any concerns.   Our board of directors has also adopted a set of Corporate Governance Guidelines to assist our board of directors in the exercise of its responsibilities. The Corporate Governance Guidelinesresponsibilities and reflect the commitment of our board of directors to monitor the effectiveness of policy and decision-making, both at the board and senior management levels, and to enhance stockholder value over the long term. A copy of our Corporate Governance Guidelines can be found on our website at www.exlservice.com.   Communications with the Board   Stockholders interested in contacting our board of directors, our Chairman or any individual director are invited to do so by writing to:   Board of Directors of ExlService Holdings, Inc. c/o Corporate Secretary ExlService Holdings, Inc. 280 320 Park Avenue, 38th29th Floor New York, New York 1001710022 All other stockholder communications addressed to our board of directors will be referred to our Chairman and tracked by our Corporate Secretary. Stockholder communications specifically addressed to a particular director will be referred to that director.   Complaints and concerns relating to our accounting, internal accounting controls or auditing matters should be communicated to our Audit Committee, which consists solely of non-employee directors. Any such communication may be anonymous and may be reported to our Audit Committee through our General Counsel by writing to:   Audit Committee of the Board of Directors ExlService Holdings, Inc. 280 320 Park Avenue, 38th29th Floor New York, New York 10017 10022 Attn: General Counsel   All such concerns will be reviewed under Audit Committee direction and oversight by our General Counsel, our Head of Internal Audit or such other persons as our Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of our Audit Committee. We prepare periodic summary reports of all such communications for our Audit Committee. EXLSERVICE.COM  ∕   34        Section 16(a) Beneficial Ownership Reporting ComplianceCORPORATE SOCIAL RESPONSIBILITY   Section 16(a)We seek to find meaningful ways to help the communities in which we operate. We are committed to positive social change through volunteerism, giving and active engagement at the institutional- and individual employee-levels to help promote these goals. Charitable and Community Initiatives EXL is focused on education and assisting community members to develop market-relevant skills. Highlights of these initiatives include: Skills to Win Initiative – for over five years, we have focused on bridging the gaps between market demands and the skills that some of our community members have. This initiative includes employability skills for back-office roles, finance and accounting trainings, data and analytics and digital capabilities, all coupled with life and workplace skills. In 2019, we brought this program to over 2,000 people in the United States, the Philippines, India and South Africa Career counseling and communications skills courses Supporting STEM education programs in New York City – through a partnership with buildOn we coached fifteen New York City students in data and analytics We support our employees’ charitable efforts by enabling payroll giving, recognizing social impact through individual, geography and business unit awards, organizing social responsibility events in each region in which we operate and creating “volunteer weeks” that our employees can use for volunteer efforts We partner with non-profits and our clients to support corporate social responsibility initiatives, in education and skills, global health and disaster relief Our Engagement Levels   Awards   EXLSERVICE.COM  ∕   35      Sustainability and workplace health and safety We are committed to responsible corporate citizenship through sustainable business activities and robust health and safety initiatives for our employees, contractors, clients, visitors and the communities in which we operate. Objectives Our leadership is dedicated to continuous improvement of our systems and our approach to sustainability and health and safety. We have established objectives for our Company and individual worksites, which are integrated into our Environment, Health and Safety Management System and engage third party experts toassess our direct and indirect emissions and paper and water consumption. We regularly assess our progress. Certifications and Awards All of our delivery centers in India and the Philippines areISO 14001:2015 certified, meeting international standards for effective environmental management systems. 31 of our delivery centers worldwide areOSHAS 18001:2007 certified, meeting international standards for effective occupational health and safety management systems. Five of our delivery centers in India areISO 50001:2011 certified, meeting international standards for systemic approaches aimed at energy management and performance. In 2019, we won the following awards and recognitions for our commitment to sustainability and workplace health and safety: SAFETY EXCELLENCE AWARD FOR WOMEN’S SAFETY EHS EXCELLENCE AWARD 2019 HEALTHY WORKPALCE AWARDS 2019 INDUSTRY SECTOR SAFETY AWARD (IT/ITES) International Institute of Safety & Security Management (IISM) Global Conclave 3 Star Rating, CII-South Region India Silver Level Recognition Award, Arogya International Institute of Safety & Security Management (IISM) Global Conclave EXLSERVICE.COM  ∕   36      Human Capital Management Our people are our primary assets. The world we work and live in is full of diversity and powered by innovation. We believe success in such a world will come through an environment that embraces diversity of thought. In line with our core values, one of our principal priorities is promoting the talent of our employees while creating an inclusive work environment to permit us to leverage our employees’ diversity and to deliver exceptional results for our clients. Our People EXL is made up of more than32,700 professionals (as of March 31, 2020) in locations throughout the United States, the United Kingdom, Europe, India, the Philippines, Colombia, Australia and South Africa.   Diversity & Inclusion Our Diversity and Inclusion Council consists of a global, diverse mix of leaders, provides inputs to the design of our diversity and inclusion program to bring in diverse perspectives, collaborates with external partners for customization inputs, conducts periodic reviews of the Exchange Act requiresprogress of our executive officersprogram and provides execution leadership for specific diversity initiatives. We seek to improve diversity and inclusion through offering a blendof in-person workshops, virtual sessions, and e-learning programs. We are committed to hiring a diverse workforce and to improving diversity in our senior leadership, and include diversity and inclusion among the guiding principles in our talent acquisition, training and retention practices. We have several Company-wide initiatives aimed at promoting diversity, inclusion and leadership opportunities for our diverse employees: Managing Unconscious Bias Training, a Company-wide, mandatory training for all employees to bring awareness to and address unconscious bias in the workplace to create a more inclusive workplace Employee Resource Groups, focus groups of select employee-communities aimed at supporting diverse groups and interests within the Company Springboard, a program for leadership development for women at the mid- to senior-level, providing a platform to develop key leadership traits through real life experiential learning and help them build an effective leadership brand “Super Mom,” a program to improve retention and engagement of new mothers through employee-friendly parental leave policies, flexible / reduced working hours for pre- and post-maternity, reorientation after long leave, extended leave, nursing stations and employee care, among others EXLSERVICE.COM  ∕   37      WE (Women at EXL), a platform with initiatives such as Employee Resource Groups, Mentoring program (WE NURTURE), Inner circles, Women back to work, Series of web chats and face to face talks. WE has been designed to enable women at EXL to advance their careers and achieve professional growth through discussion, collaboration, networking, training, development and mentorship opportunities We are committed to building a strong network of diverse suppliers through our U.S. supplier diversity program, which provides opportunities to small businesses and minority, veteran disability, LGBT and women-owned businesses. Talent Recruitment, Development and Retention We view talent as a differentiator for our Company’s competitive advantage and, under the leadership of our board of directors and persons who own more than 10% ofsenior executives, are committed to a registered class of our equity securities, to file reports of ownership on Forms 3, 4 and 5 with the SEC. Officers and directors are required to furnish us with copies of all Forms 3, 4 and 5 they file.talent-first mindset.   Based solely onWe maintain an integrated talent management framework, employing active collaboration between our recruitment, capability development and human resource functions. Our senior leadership team and board of directors play a review of the reports furnishedcritical role in defining our talent priorities to us, or written representations from reporting persons that all reportable transaction were reported, the Company’s officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a)align with respect to transactions during fiscal year 2015, except for the following Form 4s that were filed subsequent to the due date on account of administrative and/or broker error: three reports (eight transactions)our strategic vision for each of Messrs. Bagai, Bhalla, Chhibbar and de Villa; three reports (six transactions) for Mr. Kapoor; two reports (four transactions) for Mr. Miglani; one report (five transactions) for Mr. Mohanbir Sawhney, a former director; one report (two transactions) for Ms. Saltzman and one report (one transaction) for Mr. Mittal.our business units, as well as with our clients’ priorities.   20 We focus on recruiting the right talent and continuously developing our employees through our rigorous promotion standards, client and industry-specific training and competitive compensation packages that include incentive-based compensation.   OUR EXECUTIVE OFFICERSWe have institutionalized a comprehensive set of practices, processes and programs to create an active learning culture and to build market-relevant talent within our Company in four stages:   Name1. PositionPrejoining: Biographical InformationAssessments, development on online learning platforms Rohit Kapoor (age 51) Vice Chairman and CEO See section entitled “Our Board of Directors” above. Pavan Bagai (age 54) President and Chief Operating Officer of the Company Mr. Bagai has served as our President and Chief Operating Officer since April 2012, as our Chief Operating Officer from May 2008 to March 2012 and as Vice President, Head of Outsourcing Services of EXL India from June 2006 until April 2008. He previously served as Vice President, Research and Analytics of EXL India from December 2004 to May 2006, as Vice President, Operations of EXL India from November 2003 to November 2004 and as Vice President, Strategic Businesses of EXL India from July 2002 to November 2003. Prior to joining us, Mr. Bagai served in various capacities in several business areas across markets in Europe and Asia, including India, at Bank of America beginning in 1985. Vikas Bhalla (age 44) Executive Vice President and Head of Insurance Mr. Bhalla has served as our Executive Vice President and Head of Insurance since January 2014, and as our Head of Outsourcing since November 2009. He previously served as Vice President, Operations of EXL India from June 2006 to October 2009 and as Vice President, Migrations, Quality and Process Excellence of EXL India from April 2002 to June 2006 and as Director, Quality Initiatives of EXL India from May 2001 to March 2002. From May 1998 to May 2001, Mr. Bhalla served in various capacities at General Electric, including as the Quality Leader and E-Business Leader for GE Plastics India. Vishal Chhibbar (age 48) Executive Vice President and CFO Mr. Chhibbar has served as our Executive Vice President and CFO since April 2012 and as our CFO since June 2009. He has over 25 years of professional experience in finance. Prior to joining us, Mr. Chhibbar was with GE Capital in various leadership roles. Since 2005, Mr. Chhibbar has served as the Regional Head, Group Financial Planning for Strategy and Treasury for GE Capital, Australia and New Zealand. In 2004 and 2005, Mr. Chhibbar was Chief Financial Officer for GE Capital, South Korea. From 1998 to 2004, Mr. Chhibbar was the Chief Financial Officer for GE Capital, Indonesia and Malaysia. Mr. Chhibbar is a Chartered Accountant and an Associate Member of CPA, Australia.   Name2. Onboarding:Company orientation, trainings and informal team meetings Position3. Job Readiness:Education on client processes, tools and technologies, communication effectiveness and cultural sensitivity Biographical Information Rembert de Villa (age 59)4. Executive Vice President, Head of Healthcare Mr. Villa has served as our Executive Vice President, Head of Healthcare since January 2014Ongoing Development:Continue formal learning activities, on the job, supervisor feedback and also as our Chief Strategy Officer from April 2012coaching, regular talent reviews and talent inventory succession, leadership training to January 2014. He previously served as our Global Head of Client Managementidentify and Chief Strategy Officer from September 2010 to April 2012 and as our Managing Principal and Head of Transformation Services from April 2008 to August 2010. Prior to joining us, Mr. de Villa served as Global Practice Leader, Strategic Services at MasterCard Advisors from December 2005 through April 2008 and as Vice President and Financial Services Practice Leader for North America at Capgemini Ernst & Young from March 2003 to December 2005. Prior to his time at Capgemini Ernst & Young, Mr. de Villa was a Partner at A.T. Kearney’s Global Financial Institutions Group. Nalin Miglanidevelop new leaders (age 55) Executive Vice President and Chief Human Resource Officer Mr. Miglani has served as our Executive Vice President, Chief Human Resource Officer since December 2014. Mr. Miglani is responsible for the global human resources function at EXL. Prior to joining EXL, he was the Chief HR and Corporate Development Officer for Nutreco, based in Amsterdam, Netherlands, from March 2013 to November 2014. Mr. Miglani also served as the Chief HR and Communications Officer for Tata Global Beverages Company, London, UK, from June 2008 to February 2013. In addition, Mr. Miglani held various global and regional HR leadership roles around the world during his career at The Coca-Cola Company and British American Tobacco. Nancy Saltzman (age 50) Executive Vice President, General Counsel and Corporate Secretary of the Company Ms. Saltzman has served as our Executive Vice President and General Counsel since April 2014. Ms. Saltzman also serves as Corporate Secretary of the Company. Prior to joining us, Ms. Saltzman was a Senior Vice President, the General Counsel and Corporate Secretary for Westcon Group, Inc. from January 2005 to April 2014. Prior to joining Westcon Group, Inc., Ms. Saltzman was a Senior Associate with the law firm of Dewey Ballantine LLP from October 1998 to April 2000, the Associate General Counsel and Vice President Investor Relations at Chartwell Re Corporation from October 1995 to October 1998 and prior to that an Associate with the law firm of Dewey Ballantine LLP from September 1992 to October 1995.   EXECUTIVE COMPENSATIONOur capability development framework is focused on developing our employees’ digital and domain expertise and leadership. We do this through our learning academies, and through partnerships with industry organizations, institutes, business schools and consulting firms.   EXLSERVICE.COM  ∕   38      Academies   2019 Trainings: 99+% of employees trained in “Digital Intelligence” and EXL’s proprietary “Digital EXLerator” framework for delivering digital transformation to our clients 99+% of employeestrained in diversity and inclusion – managing unconscious bias 250+employees trained in intelligent automation 2100+employees trained on various analytics tools and technologies 655employees trained on digital methodologies 450team leaders were trained in our new leaders training 550team leaders were trained in operations management 1,030employee certified in the insurance, healthcare, travel, transport and logistics and finance and accounting We have an active employee relations function to ensure thatwe regularly communicate with and understand our employees, and are able to swiftly respond to specific needs and concerns as they arise. EXLSERVICE.COM  ∕   39      Our Executive Officers Rohit Kapoor(age 55) Vice Chairman and CEO See section entitled “Our Board of Directors” above. Ajay Ayyappan (age 42) Senior Vice President, General Counsel and Corporate Secretary Mr. Ayyappan has served as our Senior Vice President, General Counsel and Corporate Secretary since December 2018 and our Vice President, Acting General Counsel and Corporate Secretary since August 2018. He previously served as Vice President, Deputy General Counsel and Assistant Secretary from April 2014 to August 2018 and Vice President and Assistant General Counsel from March 2007 to March 2014. Prior to joining us, Mr. Ayyappan was a corporate associate at the law firm of Morgan, Lewis & Bockius LLP. Pavan Bagai (age 58) President and Chief Operating Officer Mr. Bagai has served as our President and Chief Operating Officer since April 2012, as our Chief Operating Officer from May 2008 to March 2012 and as Vice President, Head of Outsourcing Services of EXL India from June 2006 until April 2008. In addition, he served as our interim Chief Financial Officer from December 2019 through February 2020. He previously served as Vice President, Research and Analytics of EXL India from December 2004 to May 2006, as Vice President, Operations of EXL India from November 2003 to November 2004 and as Vice President, Strategic Businesses of EXL India from July 2002 to November 2003. Prior to joining us, Mr. Bagai served in various capacities in several business areas across markets in Europe and Asia, including India, at Bank of America beginning in 1985. Vikas Bhalla (age 48) Executive Vice President and Business Head, Insurance Mr. Bhalla has served as our Executive Vice President and Business Head, Insurance since January 2014 and as our Head of Outsourcing since November 2009. He previously served as Vice President, Operations of EXL India from June 2006 to October 2009 and as Vice President, Migrations, Quality and Process Excellence of EXL India from April 2002 to June 2006 and as Director, Quality Initiatives of EXL India from May 2001 to March 2002. From May 1998 to May 2001, Mr. Bhalla served in various capacities at General Electric, including as the Quality Leader and E-Business Leader for GE Plastics India. Vivek Jetley (age 45) Executive Vice President and Business Head, Analytics Mr. Jetley began serving as our Executive Vice President and Business Head, Analytics in January 2020. He previously served in various leadership roles with us, including heading enterprise strategy and setting up a strategic deal team. Mr. Jetley has been with EXL since 2006. Prior to joining us, Mr. Jetley was a Partner at Inductis. EXLSERVICE.COM  ∕   40      Anita Mahon (age 51) Executive Vice President and Chief Growth Officer Ms. Mahon began serving as our Executive Vice President and Chief Growth Officer in March 2020. Prior to joining us, Ms. Mahon served as Vice President, Data, Strategy & Portfolio Officer at IBM Watson Health, a business unit focused on developing cognitive and data-driven technologies to advance health. Ms. Mahon joined IBM in 2016 through its acquisition of Truven Health Analytics, a healthcare information and analytics business, where she served as Chief Strategy Officer. Prior to Truven, she held other leadership roles that placed her at the intersection of strategy, technology and analytics. Samuel Meckey (age 49) Executive Vice President and Business Head, Healthcare Mr. Meckey has served as an Executive Vice President since November 2018 and as Business Head, Healthcare beginning in 2019. Prior to joining us, Mr. Meckey served as President of UnitedHealth Group’s Optum Global Solutions and before that has held various executive roles at UnitedHealth Group, where he was employed from May 2004 to June 2018. Prior to joining UnitedHealth Group, Mr. Meckey was an officer and naval aviator in the United States Navy from May 1992 to August 2002. Nalin Miglani (age 59) Executive Vice President and Chief Human Resource Officer Mr. Miglani has served as our Executive Vice President, Chief Human Resource Officer since December 2014. Mr. Miglani is responsible for the global human resources function at the Company. Prior to joining the Company, he was the Chief HR and Corporate Development Officer for Nutreco, based in Amsterdam, Netherlands, from March 2013 to November 2014. Mr. Miglani also served as the Chief HR and Communications Officer for Tata Global Beverages Company, London, UK, from June 2008 to February 2013. In addition, Mr. Miglani held various global and regional HR leadership roles around the world during his career at The Coca-Cola Company and British American Tobacco. Maurizio Nicolelli (age 51) Executive Vice President and Chief Financial Officer Mr. Nicolelli was appointed as Executive Vice President and Chief Financial Officer of the Company in January 2020. Prior to joining the Company, Mr. Nicolelli served as Senior Vice President and Chief Financial Officer of Casa Systems beginning in 2019. He previously served 23 years at FactSet Research Systems, where he was Senior Vice President, Principal and Chief Financial Officer from 2009 to 2018. EXLSERVICE.COM  ∕   41      Executive Compensation Compensation Discussion and Analysis   Table of Contents Named Executive Officers 43  Executive Summary 43  Select 2019 Financial and Business Highlights 43  Total Stockholder Return 44  Awards and Industry Recognition 44  Clients and Operations 44  Summary of Key Compensation Considerations & Decisions in 2019 44  Pay-for-Performance 45  Executive Compensation Program, Practices and Policies 46  Overview of Compensation Policies and Philosophies 48  Our Compensation Committee’s Processes 49  Assessment of Company Performance 49  Assessment of Individual Performance 49  Review of Peer Company Market Data 49  Total Compensation Review 50  Role of the Compensation Committee’s Independent Compensation Consultant 50  Components of Executive Compensation for 2019 51  Detailed Review of Compensation Components 52  Base Salary 52  Incentive Bonus 53  Long-Term Equity Incentives 56  Fiscal Year 2019 Awards 57  Payout of Awards Granted in Prior Fiscal Years 59  Benefits and Perquisites 59  Risk and Compensation Policies 59  Severance and Change-in-Control Benefits 59  2020 Compensation 60  Deductibility Cap on Executive Compensation 60  Compensation Committee Report 61  EXLSERVICE.COM  ∕   42      Named Executive Officers   As determined in accordance with SEC rules, our “namednamed executive officers” in 2015 were:officers (“NEOs”) for 2019 are:   ·● Rohit Kapoor, our Vice Chairman and CEO;CEO   ·● Vishal Chhibbar, our former Executive Vice President and CFO;CFO   ·● Pavan Bagai, our President, and Chief Operating Officer;Officer and interim CFO   ·● Nalin Miglani, our Executive Vice President and Chief Human Resources Officer and   ·● Henry Schweppe,Vikas Bhalla, our formerExecutive Vice President Globaland Business Head, Insurance ● Samuel Meckey, our Executive Vice President and Marketing.Business Head, Healthcare   Executive Summary –Business Select 2019 Financial and Business Highlights and Key Compensation Decisions for 2015 ● Improved our annual revenues from $883.1 million in fiscal year 2018 to $991.3 million in fiscal year 2019 on a reported currency basis (an increase of over 12%) ● Improved net income attributable to stockholders by 19% to $67.7 million ● Substantially completed the wind down of the operations of our Health Integrated business on December 31, 2019 ● Added approximately 2,600 employees to our global work force, mainly in our delivery centers ● Added our fourth Digital Lab in London to complement our labs in Manila, Philippines, Noida and Bangalore, India, and our Digital Experience Center in the United States ● Won 28 new clients and received numerous awards and industry recognitions in our primary segments of Insurance, Healthcare and Analytics EXLSERVICE.COM  ∕   43      Total Stockholder Return   The Company had a successful 2015 from the perspective of achieving various financial performance goals that drive the creation of stockholder value, but also with respect to making a strategic acquisition, attaining industry recognition for our outstanding client-service, winning new clients and expanding our operations and geographic footprint. Our compensation program offers our executives the opportunity to earn annual cash bonuses based on achievement of revenue and Adjusted EPS targets (as described below). We also granted our executives a mix of time-vested restricted stock units that vest over four years and performance-vested restricted stock units, half of which vest based on revenue achievement over three years and half of which vest based on relative total stockholder return over three years. As a result of our performance, our Compensation Committee granted increases in base salary or fixed compensation payable to certain of our named executive officers and funded our bonus pool based on an achievement of approximately 102.2% for the revenue component and 100% for the Adjusted EPS component. Moreover, our performance resulted in our executives banking one-third of their 2014 and 2015 revenue-based performance restricted stock units, subject to continued employment through the end of the performance period. This banking feature is described under “Compensation and Discussion Analysis – Long-Term Equity Incentives” on page 36.For the revenue-based performance restricted stock units granted in fiscal year 2016, we have removed this banking feature and the revenue-based performance restricted stock units cliff vest on December 31, 2018 if the revenue target is achieved. 2015 Business Highlights We improved our annual revenues 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 million in fiscal year 2015, completed the acquisition of RPM Direct LLC (an analytics firm which specializes in analyzing large consumer data sets to segment populations, predict response rates, forecast customer lifetime value, design and execute targeted, multi-channel marketing campaigns) and formed a joint venture with Carvajal S.A.S. that should allow EXL to address the growing demand for Spanish and bilingual Operations Management solutions. We won 34 new clients, received numerous awards and industry recognitions and opened new delivery centers in Cape Town, South Africa, Bogota and Cali, Colombia and a new Analytics Center of Excellence in Gurgaon, India. Total Stockholder Return As shown in the following table,graphs compare our 1-year, 3-year and 5-year total stockholder return (“TSR”) with that of the companies comprising Nasdaq, S&P 500 and our peer group. As shown in the table, our 1-Year TSR outperformed all but one of our market benchmarks while our 5-year TSR outperformed all of our market benchmarks.       (1) Cumulative growth rate as of December 31, 2019. (2) Peer group TSR data excludes Convergys Corporation, which was acquired in October 2018, and DST Systems, which was acquired in April 2018. Awards and Industry Recognition   (1)● Cumulative growth rate as of December 31, 2015.Our people are our primary assets, and they continue to be recognized across the industry. (2) Peer group TSR data excludes iGate and Sapient, as these companies were acquired in 2015; Solera Holdings, which was taken private in March 2016, is included in peer group TSR data. Acquisitions, Finance and Equity Transactions   ·● Acquired analytics firm RPM Direct, LLC (“RPM”) for consideration of $47.0 millionAs in cash plus contingent cash consideration of up to $23.0 million and approximately $4.0 million of restricted stock. RPM specializes in analyzing large consumer data sets to segment populations, predict response rates, forecast customer lifetime value, design and execute targeted, multi-channel marketing campaigns. Awards and Industry Recognition · Weprior years, we continued to receive numerous industry recognitions and awards, pointing to our commitment to innovationincluding being recognized as a Leader in the ISG Provider Lens for Insurance BPO Digital Services – U.S. 2019 for Property & Casualty Insurance Services, Life & Annuity Digital Services and excellence.Life & Annuity TPA Services and recognized as a Leader in the Everest Group Clinical and Care Management BPS Services PEAK Matrix™ Assessment 2019.   Clients and Operations   ·● In 20152019 we won 3428 new clients of which 3 were Fortune 500 companies comparedadding to the 2650 new clients we won in 2014.2018.   ·● We opened three new delivery centers including two in Colombia (Bogotá and Cali) in order to addressIn the growing demand for bilingual services and one in Cape Town South Africa to provide English language customer service for UK clients. We also consolidatedpast year, revenue from our Analytics delivery facilities into a new world-class center of excellence in Gurgaon in order to add additional expansion capacity and create an environment to showcase our analytical capabilities. · We redesigned the EXL website creating a better client experience while showcasing EXL’s investments in thought leadership across our business domains. · Released Version 18 of LifePRO® with 60 significant business and technology enhancements.top 30 clients grew by 14.6%.   Summary of Key Compensation Considerations & Decisions in 20152019   The following highlights the Compensation Committee’s key considerations and compensation decisions in 20152019 and with respect to performance for 2015.2019 for our NEOs.   ·EXLSERVICE.COM  ∕   44      Say-on-Pay  Items Considerations and Decisions Say on Pay Approval. At our 2015 Annual Meeting of Stockholders, approximately 98% 97% of our stockholders approved, (onon a non-binding basis and excluding(excluding broker non-votes) the, of our compensation of our named executive officers, as disclosedNEOs. Base Salaries We held base salaries constant in 2019. Annual Bonuses We based our annual proxy statement for fiscal year 2014 pursuant to the SEC’s compensation disclosure rules. bonuses on achievement of company goals (Adjusted EPS & revenue), business unit goals (total revenues & business operating income) and personal performance goals.  In our Compensation Committee’s review and evaluation of our compensation program for 2015, our Compensation Committee viewed the strong support from our stockholders as indicative that our compensation program for our named executive officers was designed and implemented to the satisfaction of the interests of our stockholders. · Utilization of Performance Criteria. The Compensation Committee approved the performance criteria of our annual incentive bonus program. The Company-wide performance measures for 2015 were (1) earnings per share, adjusted to remove the after-tax impact of stock-based compensation and the amortization of intangible assets (which2019, we refer to as “Adjusted EPS”) and (2) total revenues. With respect to the performance criteria for our separate business lines, the performance goals continue to focus on the business line’s total revenues, new client revenues and contribution margin. We believe this mix of performance goals streamlines the performance criteria of our annual incentive bonus program and focuses our senior executives’ efforts on performance measures that demonstrate our profitability to stockholders. · Base Salaries. In 2015, we implemented increases to Messrs. Kapoor’s, Chhibbar’s and Bagai’s base salaries averaging approximately 6.03% based on each executive officer’s home currency. · Performance Targets. For 2015, the Compensation Committee established performance targets which were intended to encourage stretch performance. We achieved 100%delivered 104.1% of our Adjusted EPS target and exceeded99.2% of our total revenue performance target (102.2%). · Bonuses and Equity Incentives. In 2015, we achieved ourresulting in annual incentive bonus targets,payouts to our NEOs, ranging from 114% of target performance to 124% of target performance. Equity Incentives We continued to grant a mix of time-based and we exceeded the 2015 revenue performance targets for each of the 2014 and 2015 revenue-based restricted stock unit grants. Based upon the revenue performance for each year’s grant relative to the applicable target, our executives banked one-third of each of their 2014 and 2015 target awards (subject to continued employment), which is the maximum amount that may be banked in either the first or second year of our three-year program. · Employment Agreement with Mr. Kapoor and Stock Price Performance Award. Effective January 1, 2015, we entered into a new employment agreement with Mr. Kapoor to secure Mr. Kapoor’s services to the Company through December 31, 2017. In connection with his new employment agreement, we granted Mr. Kapoor a one-time award of 100,000 performance-based restricted stock units that he may earn based on(revenue- & TSR-linked performance goals). This was the third and final performance year for the 2017 performance-based restricted stock units. We achieved 102.61% of the revenue target for the revenue-linked restricted stock units resulting in 126.14% of target funding of those grants. The Company’s averageTSR performance was at the 51.2 percentile amongst its peer group, resulting in the executives earning 104.07% of the 2017 relative TSR-linked restricted stock price exceeding certain targets during the three year performance period (the “Stock Price Performance Award”). Additional information relatedunits pursuant to the new employment agreement and Stock Price Performance Award appears laterterms of the original grant resulting in this proxy statement.vesting of shares at 115.11% of target performance.   Key Corporate Governance FeaturesPay-for-Performance  Our executive compensation philosophy is focused on pay-for-performance. In this regard, we link a significant portion of each NEO’s total compensation to the achievement of specified performance goals. This variable compensation is “at-risk” and rewards performance and contributions to both short- and long-term financial performance. As illustrated by the following charts, the majority of compensation that may be earned by our named executive officers is tied to the achievement of financial performance metrics (annual performance bonuses and PRSUs) or fluctuates with the underlying value of our common stock (RSUs).   EXLSERVICE.COM  ∕   45      Executive Compensation Program, Practices and Policies   Our compensation programs, practices and policies are reviewed and re-evaluated periodically and are subject to change from time to time. Our executive compensation philosophy is aligned with our core values, focused on pay for performancepay-for-performance and is designed to reflect appropriate governance practices aligned with the needs of our business. Listed below are some of the Company’s more significant practices and policies that were in effect during fiscal 2015,year 2019, which were adopted to drive performance and to align our executives’ interests with those of our stockholders.   What We Do ·What We Don’t Do ✓ Align our Executive Pay for performance.with Performance: We link a significant portion of each named executive officer’sNEO’s total compensation to the achievement of specific performance goals, as described below. Such variable Variable compensation is “at-risk” and not guaranteed, and rewards performance and contributions to both short-termshort- and long-term financial performance of the Company. performance.   ûNo Option Repricing: We prohibit option repricing without stockholder approval. · ✓ Use Appropriate choice and use of peer groups.Peer Groups When Establishing Compensation: We have thoughtfully selectedestablished a peer group of companies with similar market capitalization or scope of operations to us, to help us review current market practices and design a competitive compensation program. The criteria for peer group selection include similar market capitalization, scope of operations, potential mobility of talent and industry alignment. We set total compensation of our executive officers at levels the Compensation Committee believesthat we believe are appropriate relative to the total compensation paid to similarly situated executive officers of our peer companies,peers, giving consideration to market and other factors as well. factors.   ûNo Option Backdating or Discounting: We prohibit option backdating and discounting. · ✓ Ensure Equity compensation best practices. Our equity compensation program prohibits option repricing without stockholder approval.Compensation Best Practices: We do not have excessive overhang or dilution from equity grants. Ourdesign equity incentives are designed to encourage our executives to maintain a long-term view of stockholder value creation, to encourage retention and to encourage retention. ensure a significant portion of the award is performance-based.   · Limited perquisites and personal benefits. We providehold dividends accrued under our named executive officers with only limited perquisites and personal benefitsequity awards, if any, until the recipient vests in addition to the regular benefits offered to all employees, and we believe that each perquisite and personal benefit we offer serves an important business purpose. We consider the perquisites and personal benefits that we offer to our executives stationed in India to be customary benefits which allow us to remain competitive for top talent. underlying shares or units.   ûNo Excessive Overhang or Dilution: We do not have excessive overhang or dilution from equity grants. · ✓ Maintain an Independent decision-making.Compensation Committee: Compensation decisions for our named executive officersNEOs are approved by ana Compensation Committee composed of non-employee independent Compensation Committee. directors. Our Compensation Committee is advised by an independent consultant who reports directly to the Compensation Committee and provides no other services to the Company or management. ûNo Excessive Perquisites: We provide our named executive officers with only limited perquisites and personal benefits that serve an important business purpose in addition to the regular benefits offered to all employees. We consider the perquisites and personal benefits that we offer to our executives in India to be customary benefits which allow us to remain competitive for top talent.   ·EXLSERVICE.COM  ∕   46      Risk mitigation.  What We believe theDo What We Don’t Do ✓ Mitigate Risks: The mix and design of our compensation programs serveserves to mitigate operational, financial, legal, regulatory, strategic and reputational risks. · ûNo tax gross-ups.Tax Gross-Ups: We do not provide “gross-ups” to any of our named executive officers, including gross-ups for any excise taxes imposed with respect to Section 280G (change-in-control payments) or Section 409A (nonqualified deferred compensation) of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the “Code”). · ✓ Maintain a Clawback Policy.: We maintain a compensation recovery policy that allows the Company to recover compensation (including both cash and/or equity awards) previously paid to one or more officers in the event of a financial restatement caused by noncompliance with reporting requirements that impacts the applicable performance metric if, in the opinion of our Board or Compensation Committee, the identified executive’s misconduct was a material factor causing the restatement. ûNo Hedging: We maintain a policy in which the following persons are prohibited from engaging in hedging transactions involving our shares and other securities: our directors and their secretaries and other assistants; our executive officers and their secretaries and other assistants; our employees in the accounting, finance and legal departments; the members and permanent invitees of our operating and executive committees; and all of our vice president level 2 and 3 officers (whom we refer to collectively as “Reporting Persons”). For this purpose, “hedging” refers to any strategy to offset or reduce the risk of price fluctuations in our shares or other securities or to protect, in whole or in part, against declines in the value of our shares or other securities. This prohibition thus applies to all transactions in derivative securities based on our stock such as other securities, including puts, calls, swaps and collar arrangements.   · ✓ Maintain a Robust Stock Ownership Policy.: We maintain a stock ownership policy that requires our Chief Executive OfficerCEO to maintain stock ownership equal to at least six times his base salary and that requires the other members of our executive committee to maintain stock ownership of at least two times their respective base salaries. We adopted this policy in December of 2014 and our coveredCovered executives have five years from its adoption dateDecember 2014 (or if later, their hire date)date, if later) to attain the required stock ownership levels. We maintain a similar stock ownership policy for our non-employee directors that requires directors to maintain stock ownership of at least five times their respective annual retainers.   · Anti-Hedging and Pledging Restrictions. We implemented a policy that, effective January 1, 2015, prohibits our officers As of December 31, 2019, all covered executives and directors subject towere in compliance with the requirements of Section 16 of the Exchange Act, which includesstock ownership policy. ûNo Pledging: Under our executive officers, from engaging in any hedging transactions with respect to Company stock they directly or indirectly own. In addition, under this policy mentioned above, Reporting Persons (as defined above) are only permitted to pledge shares of our stock that exceed those required to be owned under our Stock Ownership Policy described above.   EXLSERVICE.COM  ∕   47      Overview of compensation policiesCompensation Policies and philosophiesPhilosophies   We believe that the long-term success of companies that provide outsourcing, transformation and analytics services globally is linked to their ability to recruit, train, motivate and retain employees at every level. There is significant competitive pressure in our industry for qualified managers with a track record of achievement. It is critical that we recruit, train, motivate and retain highly talented individuals at all levels of the organization who are committed to our core values of innovation, collaboration, excellence, integrity and mutual respect. We believe that our executive compensation programs are integral to achieving this end.   Our Compensation Committee bases its executive compensation programs on the following objectives, which guide us in establishing all of our compensation programs:   ·● Compensation should be based on the level of job responsibility, individual performance and our performance.performance. As employees progress to higher levels in the organization, they are able to more directly affect our results and strategic initiatives, and therefore an increasing proportion of their pay should be linked to our performance and tied to creation of stockholder value. Our programs should deliver top-tier compensation in return for top-tier individual and company performance; conversely, where individual performance and/or our performance falls short of expectations, the programs should deliver lower-tier compensation. In addition, the objectives of pay-for-performance and retention must be balanced. Even in periods of temporary downturns in our performance, the programs should continue to ensure that successful, high-achieving employees remain motivated and committed. compensation based on responsibility and performance    ·● Compensation should balance long-term focus that is linked to stockholder value as well as short-term financial objectives.objectives. Consistent with this philosophy, equity-based compensation should be higher for persons with higher levels of responsibility and greater influence on long-term results, thereby making a significant portion of their total compensation dependent on long-term stock price appreciation. In addition, compensation should focus management on achieving short-term performance goals in a manner that supports and ensures long-term success and profitability. compensation should balance long-term and short-term objectives    ·● Compensation should reflect the value of the job in the marketplace.marketplace. We compete for talent globally. In order to attract and retain a highly skilled workforce, we must remain competitive with the pay of other employers who compete with us for talent in the relevant markets.   ·● Compensation programs should be easy to understand.understand. We believe that all aspects of executive compensation should be clearly, comprehensibly and promptly disclosed to employees in order to effectively motivate them. Employees need to easily understand how their efforts can affect their pay, both directly through individual performance accomplishments, and indirectly through contributing to our achievement of strategic, financial and operational goals. We also believe that compensation for our employees should be administered uniformly across the company and should be administered with clear-cut objectives and performance metrics. compensation programs should be easy to understand EXLSERVICE.COM  ∕   48        Our Compensation Committee’s Processes   Our Compensation Committee has established a number of processes to assist it in ensuring that our executive compensation programs are achieving their objectives. Among those are the following:   ·● Assessment of Company Performance.: Our Compensation Committee uses financial performance measures to determine a significant portion of the payouts under our annual incentive bonus program and equity incentive program. The financial performance measures with respect to our named executive officers’ incentive bonuses and equity incentive awards are largely based on the achievement of Company-wide goals. In addition, the incentive bonuses payable under our annual incentive bonus program to our senior executives who have responsibility for business lines are tied to such business lines’ financial or other performance. These Company-wide and business-line performance measures are established by our Compensation Committee annually at the end of the prior year or the beginning of the year. At the end of the year or performance period, in the case of our equity incentive program, our Compensation Committee reviews and certifies our performance achievement, and considers the appropriateness of adjustments to the performance criteria and calculations of performance achievement. We generally pay bonuses at target when we achieve the established financial measures that are set forth in our annual operating plan and personal performance goals, as described below. These measures reflect targets that are intended to encourage stretch performance.   ·― We generally pay bonuses at target when we achieve the established financial measures that are set forth in our annual operating plan and personal performance goals, as described below. These measures reflect targets that are intended to encourage stretch performance. ● Assessment of Individual Performance.: Individual performance has a strong impact on the compensation of certainour employees, including our executive officers. The evaluation of an individual’s performance determines a portion of the payouts for Mr. Chhibbar and Mr. Miglanieach of our named executive officers made under our incentive bonus program and also influences any changes in base salary. For Messrs. Chhibbar and Miglani, our Compensation Committee receives a performance assessment and compensation recommendation from our Vice Chairman and CEO. The performance assessments are based on each of our named executive officer’s respective self-evaluations and subsequent performance appraisals conducted by our Vice Chairman and CEO. Our Compensation Committee reviews the performance assessments of these executive officers with our Vice Chairman and CEO, and evaluates the achievement of established objectives by each executive officer and his or her business line (if applicable), as well as the executive officer’s contribution to our performance, leadership accomplishments and overall competence. In determining the numerical performance rating that translates into specific payouts under our incentive bonus program and also influences any changes in base salary, our Compensation Committee may exercise its judgment based on our board of directors’ interactions with such executive officers.   ·― For Messrs. Chhibbar, Bagai, Miglani, Bhalla and Meckey, our Compensation Committee receives a performance assessment and compensation recommendation from our Vice Chairman and CEO. The performance assessments are based on each of our named executive officer’s respective self-evaluations and subsequent performance appraisals conducted by our Vice Chairman and CEO. Our Compensation Committee reviews the performance assessments of these executive officers with our Vice Chairman and CEO, and evaluates the achievement of established objectives by each executive officer and his or her business line (if applicable), as well as the executive officer’s contribution to our performance, leadership accomplishments and overall competence. In determining the numerical performance rating that translates into specific payouts under our incentive bonus program and also influences any changes in base salary, our Compensation Committee may exercise its judgment based on our board of directors’ interactions with such executive officers. ― For Mr. Kapoor, our board of directors receives a self-evaluation prepared by Mr. Kapoor and provides feedback to our Chairman. Our Chairman then discusses the consolidated feedback from the board of directors with our Compensation and Nominating and Governance Committees. Our board of directors and Compensation and Nominating and Governance Committees evaluate the self-evaluation and feedback as well as Mr. Kapoor’s performance, leadership accomplishments and overall competence and evaluate the achievement of established objectives. ● Review of Peer Company Market Data.: At the time compensation decisions were made for our U.S.-based and other senior executive officers in 2015,2019, our Compensation Committee reviewed publicly available compensation data for companies that are engaged in business and technology services like us. The EXLSERVICE.COM  ∕   49      Compensation Committee took into account whether the companies had market capitalizations or annualrevenues similar to ours, as well as the relevance of their geographic areas. The companies that composedcomprised our peer group for 20152019 were as follows:   Peer Group Companies Altisource Portfolio Solutions S.A.Blackbaud IGATE CorporationGenpact Limited Ciber, Inc. Sapient Corporation Computer Task Group, Incorporated Solera Holdings, Inc. Convergys Corporation(1) Sykes Enterprises, IncorporatedLiveRamp Holdings CSG Systems International, Inc. Syntel Inc.Sykes Enterprises DST Systems(2) Virtusa EPAM Systems Inc. TeleTech Holdings, Inc. Genpact Limited Virtusa Corporation HMS Holdings Corp. WNS (Holdings) Limited (1) Convergys Corporation was acquired by SYNNEX Corporation in October 2018. (2) DST Systems was acquired by SS&C Technologies in April 2018. Generally, the Company reviews peer compensation data every two years. The compensation data for our peer group iswas compiled directly by FW Cook, & Co., the independent consultant to the Compensation Committee. The peer groupCommittee in 2018. Also in 2018, management separately engaged Aon Consulting for the purpose of providing a survey of compensation data was supplemented(the parameters of which were not prepared by Aon Consulting) for individuals in our global general industry and technology industry survey data. The data from the surveys was scaledholding analogous positions to our size by Cook & Co. based on revenues or corresponding revenue ranges as provided by the surveys.executive officers. While the Compensation Committee reviewed and considered the data provided by these surveys, it did not consider or review the compensation paid to executives at the component companies included within such surveys and did not use this information or any other data as a definitive benchmark to set executive compensation for fiscal year 2015.2019.   Our Compensation Committee uses the compensation data to obtain a general understanding of current market practices, so it can design our executive compensation program to be competitive. Market data is not used exclusively, but rather as a point of reference to draw comparisons and distinctions. The Compensation Committee also takes into account an executive officer’s job responsibilities, performance, qualifications and skills in determining individual compensation levels.   ·● Total Compensation Review.: Our Compensation Committee determines the categories and presentation ofreviews compensation information requiredprovided by FW Cook and the Aon survey in order to evaluate each executive’s base pay, incentive bonus and equity incentives when changes in compensation are considered by our Compensation Committee and requests Cook & Co. compile such information.considered. Compensation decisions are designed to promote our fundamental business objectives and strategy. Our Compensation Committee periodically reviews related matters such as succession planning and management, evaluation of management performance, changes in the scope of managerial responsibilities, and consideration of the business environment, and considers such matters in making compensation decisions.   ·● Role of the Compensation Committee’s Independent Compensation Consultant.: For 2015,2019, the Compensation Committee retained the services of FW Cook, & Co., a qualified and independent compensation consultant, to aid the Compensation Committee in performing its duties. The Compensation Committee’s compensation consultant assists in collecting and evaluating external market data regarding executive compensation and performance, selecting peer group companies, reviewing the proxy statement and advising the Compensation Committee on developing trends and best practices in executive compensation, director compensation and equity and incentive plan design. Other than performing these consulting services, FW Cook & Co. does not provide other services to us or our executive officers. We have affirmatively determined that no conflict of interest has arisen in connection with the work of Cook & Co. as compensation consultant for the Compensation Committee.   EXLSERVICE.COM  ∕   50      of interest has arisen in connection with the work of FW Cook as compensation consultant for the Compensation Committee. Components of Executive Compensation for 20152019   For 2015,2019, the compensation of executive officers consisted of the following five primary components:   Compensation Component Description Objectives Base Salary ·Fixed compensation that is reviewed annually and is based on performance, experience, responsibilities, skill set and market value. ·Provide a base level of compensation that corresponds to the job function performed. · Attract, retain, reward and motivate qualified and experienced executives. Annual Incentives · ��   “At-risk”“At-risk” compensation earned based on performance measured against pre-established annual goals. · Goals are tailored to each executive’s position.   ·Incentivize executives to achieve annual goals that ultimately contribute to long-term company growth and stockholder return. Long-Term Incentives ·     “At-risk”“At-risk” compensation in the form of restricted stock unit awards whose value fluctuates according to stockholder value. · 50% of the award vests based on continued service. · 50% vests based on achievement of revenue and total stockholder return goals. ·Align executive interests with those of stockholders. · Reward continuous service with the company. · Incentivize executives to achieve goals that drive company performance over the long-term.   Compensation Component Description Objectives Other Benefits ·Broad-based benefits provided to company employees (e.g., health and group insurance), a retirement savings plan and other personal benefits where appropriate. ·Provide a total compensation package that is competitive with the marketplace and addresses unique needs, especially for overseas executives. Severance and Change in Control Protections ·Protect executives during potentially tumultuous corporate transaction. · Provide reduced post-employment compensation upon other involuntary terminations. ·Allow executives to focus on generating stockholder value during a change in control transaction. · Provide market-competitive post-employment compensation recognizing executives likely require more time to find subsequent employment.   Compensation Mix Consistent with our compensation philosophy, our compensation program balances base salary, short-term incentive and long-term incentive opportunities provided to our executive officers. The following charts illustrate the mix of target compensation components for the Vice Chairman and CEO and the other named executive officers during the 2015 fiscal year. We have excluded the restricted stock units attributable to the 2014 fiscal year annual incentive program as those units do not relate to our fiscal year 2015 compensation program. As illustrated by the charts below, the majority of compensation that may be earned by our named executive officers is tied to the achievement of financial performance metrics (annual performance bonuses and PRSUs) or fluctuates with the underlying value of our common stock (RSUs). Vice Chairman & CEO Compensation Mix(1)   (1)  Mr. Kapoor’s equity component includes his one-time Stock Price Performance Award. NEOs’ Compensation Mix (Excluding Vice Chair & CEO)     EXLSERVICE.COM  ∕   51      Detailed Review of Compensation Components   Base Salary   As discussed above, we provide our executive officers fixed compensation commensurate with their performance, experience, responsibilities, skill set and market value. This attracts and retains an appropriate caliber of talent for the position and provides a base wage that is not subject to our performance risk. In setting base salaries for 2015,2019, our Compensation Committee considered:   Individual Performance Ø The degree to which the executive met and exceeded expectations. Market Data   Market Data Ø Geographical and market data to test reasonableness of compensation. Overall Compensation Mix Ø Senior employees should have a greater portion of their compensation tied to increasing stockholder value.   Upon completing its review and as shown in the table below, and considering base salaries were increased for 2018, the Compensation Committee determined that it was appropriate to change Mr. Kapoor’shold constant the base salary for each of our named executive officers in recognition of his many individual accomplishments and the Company’s performance. In addition, the Compensation Committee determined to increase the base salaries of Messrs. Chhibbar and Bagai due to their individual contributions and the Company’s performance. Mr. Schweppe’s and Mr. Miglani’s salaries remained the same as their 2014 salary, which were set late that year.2019. The fixed compensation paid to Messrs. ChhibbarBagai and BagaiBhalla is paid in Indian Rupees and we have included the percentage increase with respect to their fixed compensationwas held constant in their home currency (INR).Indian Rupees for each of Messrs. Bagai and Bhalla in 2019. Further, these amounts cover not only base salary, for Messrs. Chhibbar and Bagai, but also amounts available as a travel allowance, an automobile allowance, a housing allowance, a medical allowance and a cash supplementary allowance, consistent with compensation practices in India.   Name   2014 Base Salary / Annual Fixed Compensation   2015 Base Salary / Annual Fixed Compensation (Effective April 1, 2015)   % Increase / Decrease 2018 Base Salary / Annual Fixed Compensation (Effective April 1, 2018) 2019 Base Salary / Annual Fixed Compensation (Effective April 1, 2019)   % Increase / Decrease Rohit Kapoor   $ 565,000   $ 600,000 (1) 6.2%   $720,000(1)     $720,000   — Vishal Chhibbar   $ 298,387   $ 309,376   3.7% (5.4% INR)   $450,000     $450,000   — Pavan Bagai(2)   $ 322,581   $ 337,934   4.8% (6.5% INR)   INR26,000,000(3)     INR26,000,000(4)   — Nalin Miglani   $ 400,000   $ 400,000   0.0%   $450,000     $450,000   — Henry Schweppe   $ 450,000   $ 450,000   0.0% Vikas Bhalla(2)   INR22,000,000(5)     INR22,000,000(6)   — Samuel Meckey   $425,000   $425,000   —               (1) Mr. Kapoor’s base salary along with his employment agreement, becamewas revised effective January 1, 2015.2018. There was no change in 2019. (2) The fixed compensation paid to Messrs. Bagai and Bhalla is paid in Indian Rupees (INR). (3) Equivalent to $407,077, converted at 63.87 INR to 1 USD, which was the exchange rate on December 31, 2018. (4) Equivalent to $364,248, converted at 71.38 INR to 1 USD, which was the exchange rate on December 31, 2019. (5) Equivalent to $344,450, converted at 63.87 INR to 1 USD, which was the exchange rate on December 31, 2018. (6) Equivalent to $308,210, converted at 71.38 INR to 1 USD, which was the exchange rate on December 31, 2019.   EXLSERVICE.COM  ∕   52      Incentive Bonus   We have established an annual incentive bonus program in order to align our executive officers’ goals with our performance targets for the current year and to encourage meaningful contributions to our future financial performance. Our Compensation Committee approved the framework of our incentive bonus program in December 20142018 for the year 20152019 for bonuses payable in respect of 20152019 performance. Under the program, bonus target amounts, expressed as a percentage of base salary or annual fixed compensation, are established for participants at the beginning of each year unless their employment agreements contain different terms. Funding of potential bonus payouts for the year are determined by our financial results for the year relative to predetermined performance measures and may be increased or decreased depending upon the executive’sour assessment of each named executive officer’s performance relative to his predetermined individual performance against his performance goals. If our performance falls short of target, our aggregate funding of the annual cash bonus incentive pool declines. If we do not achieve a minimum threshold for the established financial performance objectives, then the bonus pool is not funded for that particular objective. AtAlthough the end of the performance period, our Compensation Committee has not historically done so, it has the discretion to adjust an award payout from the amount yielded by the formula.formula at the end of the performance period.   Our Compensation Committee considered the following when establishing the awards for 2015:2019:   ·● Bonus Targets.Targets. Bonus targets were established based on job responsibilities and comparable market data. Our objective was to set bonus targets such that total annual cash compensation was within the broad middle range of market data and a substantial portion of that compensation was linked to our performance. Consistent with our executive compensation policy, individuals with greater job responsibilities had a greater proportion of their total compensation tied to our performance. During 2015,2019, our Compensation Committee established the following bonus targets (expressed as a percentage of base salary or annual fixed compensation) as well as maximum bonus targets for each named executive officer.   Name Bonus Target Bonus Maximum Rohit Kapoor 100%150% of base salary 200%310% of base salary Vishal Chhibbar 75% of base salary 50%155% of annual fixed compensation 100% of annual fixed compensationbase salary Pavan Bagai 75% of annual fixed compensation 150%155% of annual fixed compensation Nalin Miglani 60% of base salary 120% of base salary Henry Schweppe 75% of base salary 155% of base salary Vikas Bhalla 150%75% of annual fixed compensation 154% of annual fixed compensation Samuel Meckey 75% of base salary 154% of base salary   · Annual Bonuses Exclusively Denominated in Cash. The Committee believes cash bonuses clearly align with market compensation practices and make the Company’s overall compensation program more competitive. The long-term retention and performance features associated with equity grants continue to be an important part of the Company’s compensation mix, as described below.EXLSERVICE.COM  ∕   53        ·● Performance Measures.Measures. Our executives were eligible to earn annual bonuses based on their achievement of company-wide performance metrics, business line or other company performance metrics and in some cases, individual performance, as described in the tables below.   Name   Company-Wide Performance(1)   Individual Performance   Business Line or Other Company Performance Rohit Kapoor   80%   —   20% Vishal Chhibbar   60%   20%   20% Pavan Bagai   80%   —   20% Nalin Miglani   60%   20%   20% Henry Schweppe   80%   —   20% (1) Name Company-Wide Performance(1) Individual Performance Business Line or Other Company Performance(2) Rohit Kapoor 65% 15% 20% Vishal Chhibbar 60% 20% 20% Pavan Bagai 65% 15% 20% Nalin Miglani 60% 20% 20% Vikas Bhalla 40% 20% 40% Samuel Meckey 40% 20% 40% (1) Based 50% on the Company’s Adjusted EPS goal and 50% on the Company’s revenues goal, for all employees whose incentive bonus is linked to Company-wide financial performance, including our named executive officers. The Company-wide performance component for Messrs. Kapoor, Bagai and Schweppe was reduced from 100% to 80% for 2015. For 2015, the Compensation Committee believed Messrs. Kapoor’s, Bagai’s and Schweppe’s annual bonus should be 80% based on the Company’s Adjusted EPS goal and revenues goals50% on the Company’s revenue goal, for all employees whose incentive bonus is linked to Company-wide financial performance, including our named executive officers. (2) For Messrs. Kapoor, Chhibbar, Bagai and 20%Miglani, based on the aggregated performance of all Business Unitsaggregate Revenue and Adjusted EPS due tofor specific business units. For Messrs. Bhalla and Meckey, based on total revenue and business operating income for specific business units. Business operating income is a component for measuring business unit performance that is computed as the nature of their positions as Vice Chairman and CEO, President and Chief Operating Officer, and President, Global Business and Marketing respectively. Thebusiness unit’s gross margin less direct operating expenses. In 2019, the Compensation Committee believed it was importantcontinued to set the business line and other Company performance goals as well as the individual performance goals described above for Messrs. Chhibbar and Miglaniall named executive officers to ensure the executives were properly focused on both the Company’s Adjusted EPS and revenue goals, aggregate of business unitsunits’ performance on revenue and Adjusted EPS goals and other areas of performance that are unique to their positions within the organization. In 2018, we decided to move away from basing our annual bonus in part on Adjusted EPS and, instead, to base it in part on Adjusted profits before tax (“PBT”) targets because of the uncertain effect of proposed U.S. tax reforms on the Company and the Adjusted EPS calculation. Adjusted PBT, by its nature, is a measure that is unaffected by the then-current year’s taxation. However, since the enactment of the Tax Cuts and Jobs Act of 2017 on December 22, 2017, the Compensation Committee decided to return to using the Adjusted EPS target as the basis, in part, for the 2019 annual incentive awards. The Compensation Committee believes achievement of these performance metrics will drive our business and, in turn, lead to increased stockholder value.   · Determination of Financial Performance Achievement. In 2015, the portion of incentive bonus payments that were subject to financial performance measures could have ranged from zero to 200% of target depending on the achievement of performance goals, as follows: Adjusted EPS Goals   Revenue Goals % of Adjusted EPS Achieved Compared to Target Goal % of Target Portion Funded   % of Revenues Achieved Compared to Target Goal % of Target Portion Funded Less than 90% 0%   Less than 90% 0% At 90% 25%   At 90% 25% From 90% to 100% Linear interpolation from 25% to 100%   From 90% to 100% Linear interpolation from 25% to 100% At 100% 100%   At 100% 100% From 100% to 110% Linear interpolation from 100% to 200%   From 100% to 110% Linear interpolation from 100% to 200% Above 110% 200%   Above 110% 200% Determination of Financial Performance Achievement: In 2015,2019, our Compensation Committee established an Adjusted EPS target of $1.96$3.175 (14.6% higher than our actual Adjusted EPS for the prior year) and a revenue target of $592 million. $989.0 million (12.0% higher than our actual revenue for the prior year). As shown below, the portion of incentive bonus payments that were subject to these financial performance measures could have ranged from zero to 210% of target depending on the achievement of the performance goals: EXLSERVICE.COM  ∕   54      Performance Targets: Adjusted EPS ($3.175) and Revenue ($989.0 million) % of Performance Achieved Compared to Target Goal % of Target Portion Funded Less than 90% 0% At 90% 10% 90% to 100% Linear interpolation from 10% to 100% At 100% 100% 100% to 105% Linear interpolation from 100% to 160% 105% to 110% Linear interpolation from 160% to 210% Above 110% 210% Based on our performance during the 20152019 fiscal year, we achieved 100%104.1% of our Adjusted EPS target, and 102.2%99.2% of our revenue target.   The bonus pool funding for employees whose bonuses are tied to the performance of specific business lines is determined by targets established for such businesses by our Compensation Committee.   ·● Individual Performance Measures.: As discussed above, Messrs. Chhibbar and Miglani earneach of our named executive officers earns a portion of theirhis respective annual incentive bonuses based on the achievement of individual performance measures. These goals are designed to balance the attention of our named executive officers between the achievement of near-term objectives that improve specific processes or performance metrics and long-term objectives for us. While some of the goals are subjective, certain other goals, such as client and employee satisfaction metrics, are capable of objective measurement. The individual performance measures are generally based on strategic performance indicators such as improving sales productivity, strengthening our sales effectiveness, supporting inorganic growth through mergers and acquisitions, improving recruitment capabilities, enhancing market recognition, advancing our technological and automation capabilities and achieving revenue growth targets within specific areas. ● Determination of Individual Performance Achievement: Mr. Kapoor made performance assessments and compensation recommendations for Messrs. Bagai, Miglani, Bhalla and Meckey and our Compensation Committee approved the recommendations after reviewing similar considerations for such named executive officers. For Mr. Bagai, our Compensation Committee noted his contribution in providing leadership to the analytics business, building significant client relationships and driving efficient operations across the enterprise. For Mr. Miglani, our Compensation Committee noted his contribution in building digital capabilities across the organization, significantly expanding the diversity of leadership, driving margin enhancement initiatives and enabling a new organization design. For Mr. Bhalla, our Compensation Committee noted that the Insurance vertical had a successful year. During this year, existing client relationships were generally as follows:expanded and greater geographic diversification was achieved. For Mr. Meckey, our Compensation Committee noted his contribution in developing a growth strategy for the healthcare vertical, building a team of industry experts to drive the strategy and an efficient wind down of the Health Integrated business. For Mr. Kapoor, the Compensation Committee noted that 2019 was one of the best years for growth and profitability. This was in addition to laying the foundation for the future through building a diverse leadership team, developing a long term strategy and creating depth in the leadership team. EXLSERVICE.COM  ∕   55      ● Actual Bonus Payments: The table below sets out the 2019 incentive bonuses for our named executive officers (paid in March 2020).   Name Individual Performance GoalsEarned 2019 — Incentive Bonus ($) Vishal ChhibbarRohit Kapoor ·     Achievement of corporate financial targets ·     Business growth through strategic acquisitions ·     Capabilities and strategic initiatives with special focus on profitability ·     Strengthening finance department leadership, organization and operations 1,304,453 Nalin Miglani ·     Build a high performance organization ·     Develop and implement client-based HR program ·     Develop and launch purpose and values program ·     Build and implement a program to significantly improve sales capabilities ·     Build leadership teams of key business units ·     Build global HR team · Determination of Individual Performance Achievement. Mr. Kapoor made performance assessments and compensation recommendations for Messrs. Chhibbar and Miglani, and our Compensation Committee approved the recommendations after reviewing similar considerations for such named executive officers. For Mr. Chhibbar, our Compensation Committee noted his role in enabling the Company to keep track of all relevant financial metrics, playing a key role in acquisitions, strengthening the finance department’s personnel and procedures and effectively engaging with investors and the broader investment community. For Mr. Miglani, our Compensation Committee noted his role in managing and executing strategic assignments, creating a strong sense of purpose and values, improving employment engagement, enhancing sales effectiveness and executing various initiatives/programs. · Actual Bonus Payments. The table below sets out the 2015 incentive bonuses paid to our named executive officers in March 2016. Name Earned 2015 Incentive Bonus ($) Rohit Kapoor 621,129   Vishal Chhibbar 157,049(1) Pavan Bagai 246,239(1)— Nalin MiglaniPavan Bagai(2) 274,840  323,814 Henry SchweppeNalin Miglani 349,385   411,735 Vikas Bhalla(2) (1)285,636 Samuel Meckey The exchange rate used for the bonus conversion from Indian rupees to U.S. dollars for Messrs. Chhibbar and Bagai was 66.15, which was the exchange rate on December 31, 2015.364,320 (1) There was no bonus payout for Mr. Chhibbar since his last working day at the Company was December 13, 2019. (2) The exchange rate used for the bonus conversion from Indian rupees to U.S. dollars for Messrs. Bagai and Bhalla was 71.38 INR to 1 USD, which was the exchange rate on December 31, 2019. Long-Term Equity Incentives Under our equity compensation program, our executive officers received restricted stock units under the 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (the “2015 Plan”). We awarded restricted stock units to all of our named executive officers in the portions shown below. · The Time-Vested RSUs are subject to Standard Graded vesting – 10% after first year, an additional 20% after second year, an additional 30% after third year and an additional 40% after fourth year (except for Mr. Kapoor, whose restricted stock units will vest in increments of 25% on each of the first four anniversaries of the grant date), subject to continuous service with the Company through the applicable vesting date. · The Committee believes these Time-Vested RSUs provide an important role in promoting retention of our executive officers. · The “Performance-Vested” portion of the 2015 RSUs (“PRSUs”) are split into two types that each vest based on separate performance measures as follows: ○ Revenue-Linked PRSUs: 50% of these performance-based restricted stock unit awards will cliff-vest on December 31 of the third fiscal year in the performance period, subject to achievement of threshold Company revenues against an annual revenue target for such third fiscal year and continuous employment through December 31, 2017 — we call these awards “Revenue-Linked PRSUs.” · For example, the awards granted in February 2015 would cliff-vest on December 31, 2017, subject to achievement of Company revenues against the threshold target for 2017, but up to one-third of the units may be banked based on actual revenue performance for each of 2015 and 2016. The ultimate amount of Revenue-Linked PRSUs that a recipient earns, which may be up to 200% of the target award of Revenue-Linked RSUs, will equal the greater of (x) the Revenue-Linked PRSUs earned based on achievement of the annual revenue target for the third fiscal year of the performance period, and (y) the sum of the banked Revenue-Linked PRSUs earned and banked in the first and second year of the grant. · Based on the Company’s performance during fiscal 2015, our executives banked one-third of their 2015 Revenue-Linked PRSUs and one-third of their 2014 Revenue-Linked PRSUs based on exceeding the applicable annual revenue targets. · For the Revenue-Linked PRSUs granted in fiscal year 2016, we have removed this banking feature and the Revenue-Linked PRSUs cliff vest on December 31, 2018 if the revenue target is achieved. ○ Relative TSR-Linked PRSUs: The remaining 50% of the performance-based restricted stock unit awards cliff-vest on December 31 of the third fiscal year in the performance period, based on the achievement of relative total stockholder return performance of the Company against a peer group over the grant’s three-year performance period of January 1, 2015 to December 31, 2017 and continuous employment through December 31, 2017 — we call these awards “Relative TSR-Linked PRSUs.” The Company’s TSR for the TSR performance period will be computed and then compared to the TSR of the companies in the TSR peer group, which is comprised of the public companies in our 8-digit Global Industry Classification Standard sub-industry group. A participant shall earn 200%, 100% or 0% of the Relative TSR-Linked PRSUs, as applicable, if the Company’s TSR for the performance period equals or exceeds the 80th, 50th or 20th percentile, respectively, of the TSR peer group, when ranked by TSR for the TSR performance period. For the Relative TSR-Linked PRSUs granted in 2015, the Company included a negative TSR cap. Under the negative TSR cap, if the total stockholder return is negative over the course of the three year performance period, no named executive officer may receive greater than 100% funding of the TSR-Linked PRSUs. The percentage of Relative TSR-Linked PRSUs earned will be determined based on straight-line interpolation to the extent the Company’s TSR falls in between the 20th and 80th percentiles, as per the chart below: TSR Peer Group Percentile   Percentage of Relative TSR-Linked PRSUs Earned 80.0   200% 50.0   100% 20.0   0% · The Committee believes the PRSUs focus our executives on key drivers of our Company’s business that will ultimately lead to creation of additional stockholder value. The table below shows the amount of Time-Vested and Performance-Vested RSUs our Compensation Committee awarded our named executive officers in 2015. In general, the Compensation Committee believes that the size of the award granted to an executive officer should increase based on the executive officer’s level of responsibility within the Company. Name   Time Vested RSUs   Revenue-Linked PRSUs   Relative TSR- Linked PRSUs   Stock Price Performance Award(1) Rohit Kapoor   37,500   18,750   18,750   100,000 Vishal Chhibbar   7,500   3,750   3,750   — Pavan Bagai   12,500   6,250   6,250   — Nalin Miglani   6,000   3,000   3,000   — Henry Schweppe   7,500   3,750   3,750   — (1) See “Mr. Kapoor’s Stock Price Performance Award” belowfordetails regarding this Stock Price Performance Award.   The Committee continues to believe that long-term equity awards provide employees with the incentive to stay with us for longer periods of time, which in turn, provides us with greater stability as we grow. These incentives foster the long-term perspective necessary for continued success in our business because the value of the awards is directly linked to long-term stock price performance, and they ensure that our executive officers are properly focused on stockholder value.   Moreover, the Committee favors restricted stock unit awards as these awards offer executives the opportunity to receive shares of our common stock on or shortly following the date that the restrictions lapse. Such awards serve both to reward and retain executives because value is linked to the price of our stock on the date that the restriction lapses, and the executive must generally remain in employment through the date that the restrictions lapse. Restricted stock unit awards provide a significant degree of alignment of interests between our executives and stockholders.   The Committee also believes that the mix between Time-Vested RSUs and Performance-Vested RSUs provides an appropriate balance between incentivizing our executives to continue their employment with the Company and to ensure they are focused on long-term financial performance and generating stockholder value, which will enable them to realize additional compensation.   Finally, restricted stock units are potentially less dilutive to stockholders’ equity than stock options because restricted stock awards are full value awards, and our Compensation Committee can award fewer shares than an equivalent value of stock options.   Mr. Kapoor’s Stock Price Performance Award EXLSERVICE.COM  ∕   56        As shown above, Mr. KapoorFiscal Year 2019 Awards Under our equity compensation program, our executive officers received a one-time Stock Price Performance Award of 100,000 restricted stock units in connection with his new employment agreement. Provided that Mr. Kapoor remains continuously employed byunder the Company through December 31, 2017, he may earn between 0%2015 Amendment and 200%Restatement of his Stock Price Performancethe 2006 Omnibus Award Plan (the “2015 Plan”). Subsequent awards were made pursuant to the chart below:2018 Omnibus Incentive Plan approved by the Company’s stockholders at the annual meeting of stockholders held in June 2018 (the “2018 Plan”). We awarded restricted stock units to all of our named executive officers in the portions shown below.   Average Stock Price as of December 31, 2017(1)   Vested or Earned Percentage $50.00 or more   200% $37.50   100% Less than $37.50   0%   The table below shows the amount of Time-Vested and Performance-Vested RSUs our Compensation Committee awarded our named executive officers in 2019. In general, the Compensation Committee believes that the size of the award granted to an executive officer should increase based on the executive officer’s level of responsibility within the Company. Name Time-Vested RSUs Revenue-Linked PRSUs Relative TSR-Linked PRSUs Rohit Kapoor 28,910 14,455 14,455 Vishal Chhibbar 7,085 3,543 3,542 Pavan Bagai 10,925 5,463 5,462 Nalin Miglani 6,175 3,088 3,087 Vikas Bhalla 6,830 3,415 3,415 Samuel Meckey 5,370 2,685 2,685   (1)● Average stock price is determinedTheTime-Vested RSUs will vest in increments of 25% on each of the first four anniversaries of the grant date, subject to continuous service with the Company through the applicable vesting date. ● The Committee believes these Time-Vested RSUs provide an important role in promoting retention of our executive officers. ● The “Performance-Vested” portion of the 2019 RSUs (“PRSUs”) are split into two types that each vest based on the fair market valueseparate performance measures as follows: ― Revenue-Linked PRSUs: 50% of these performance-based restricted stock unit awards will cliff-vest on December 31 of the Company’s common stockthird fiscal year in the performance period, subject to achievement of threshold Company revenues against an aggregate revenue target over the 60 calendar days immediately priorgrant’s three year performance period of January 1, 2019 to December 31, 2017.2021 and continuous employment through December 31, 2021 — we call these awards “Revenue-Linked PRSUs.” The ultimate amount of Revenue-Linked PRSUs that a recipient earns may be up to 200% of the target award of Revenue-Linked RSUs. To the extent the Company’s revenue falls in between 90% and 98%, the percentage of Revenue-Based RSUS earned will be   The threshold/target stock price of $37.50 reflects a 10% annual growth rate over the three-year period from December 31, 2014 ($28.10) to December 31, 2017. The maximum stock price of $50.00 reflects a 21% annual growth rate. If the Company’s average stock price falls between $37.50 and $50.00, EXLSERVICE.COM  ∕   57      determined based on straight line interpolation calculated using a revenue target range between 90% and 100% and a funding range between 0% and 100%. Likewise, if performance is between 102% and 110%, the percentage of Revenue-Based RSUs earned will be determined based on straight line interpolation calculated using a revenue target range between 100% and 110% and a funding range between 100% and 200%. The chart below sets forth the revenue target achievement thresholds and corresponding funding percentage: Revenue Target Achievement Funding Percentage 110% or more 200% 98% to 102% 100% 90% or less 0% ― Relative TSR-Linked PRSUs: The remaining 50% of the performance-based restricted stock unit awards cliff-vest on December 31 of the third fiscal year in the performance period, based on the achievement of relative total stockholder return performance of the Company against a peer group over the grant’s three-year performance period of January 1, 2019 to December 31, 2021 and continuous employment through December 31, 2021 — we call these awards “Relative TSR-Linked PRSUs.” The Company’s TSR for the TSR performance period will be computed and then compared to the TSR of the companies in the TSR peer group, which is comprised of the public companies traded on either the NYSE or NASDAQ stock markets in our 8-digit Global Industry Classification Standard sub-industry group. This comparator set is more appropriate than the compensation peer group for this purpose as it provides a more robust comparison of our performance to the marketplace by the inclusion of more companies and eliminating size as a selection criteria, which is more relevant for compensation than performance comparison. For the Relative TSR-Linked PRSUs granted in 2019, the Company included a negative TSR cap. Under the negative TSR cap, if the total stockholder return is negative over the course of the three year performance period, no named executive officer may receive greater than 100% funding of the TSR-Linked PRSUs. The percentage of Relative TSR-Linked PRSUs earned will be determined based on straight-line interpolation to the extent the Company’s TSR falls in between the 20th and 80th percentiles, as per the chart below: TSR Peer Group Percentile Percentage of Relative TSR-Linked PRSUs Earned 80.0 or more 200% 65.0 150% 50.0 100% 35.0 50% 20.0 or less 0% ● The Committee believes the PRSUs focus our executives on key drivers of our Company’s business that will ultimately lead to creation of additional stockholder value. EXLSERVICE.COM  ∕   58      Payout of Awards Granted in Prior Fiscal Years This was the third and final performance year for the 2017 performance-based restricted stock units. We achieved 102.61% of the revenue target for the revenue-linked restricted stock units earned will be determined based on straight-line interpolation.resulting in 126.14% of target funding of those grants. The Company’s TSR performance was at the 51.2 percentile amongst its peer group, resulting in the executives earning 104.07% of the 2017 relative TSR-linked restricted stock units pursuant to the terms of the original grant.   We believe this Stock Price Performance Award further aligns Mr. Kapoor’s interests with those of our stockholders as he may only earn amounts under the award based on specific increases in the Company’s stock price. Benefits and Perquisites   We offer employee benefits coverage in order to:   ·● provide our global workforce with a reasonable level of financial support in the event of illness or injury; and   ·● provide market-competitive benefits that enhance productivity and job satisfaction through programs that focus on work/life balance.   The benefits available for all U.S. employees include customary medical and dental coverage, disability insurance and life insurance. In addition, our 401(k) plan provides a reasonable level of retirement income reflecting employees’ careers with us. A number of our U.S. employees, including our U.S.-based named executive officers, participate in these plans. The cost of employee benefits is partially borne by our employees, including our named executive officers. Our named executive officers in India, Mr.Messrs. Bagai (and prior to his 2016 relocation to the United States, Mr. Chhibbar), isand Bhalla, are eligible to participate in the Company’s pension benefit, health and welfare and fringe benefit plans otherwise available to executive employees stationed in India.   We generally do not provide significant perquisites or personal benefits to executive officers other than our Vice Chairman and CEO and our executive officers stationed in India. Our Vice Chairman and CEO is provided a limited number of perquisites whose primary purpose is to minimize distractions from his attention to our important initiativeswhich we believe are reasonable and consistent with market trends, which are intended to be competitive.part of a competitive overall compensation program. A discussion of the benefits provided to our Vice Chairman and CEO is provided under “Employment Agreements” beginning on page 65. Risk and Compensation Policies Our Compensation Committee has taken into account its discussions with management and FW Cook regarding our compensation practices and has concluded that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. This conclusion was based on the features of our compensation programs, practices and policies set forth under “Executive Compensation Program, Practices and Policies” on page 46.   Severance and Change-in-Control Benefits   Each named executive officer is (or was, in the case of Mr. Schweppe) party to an employment agreement or letter that sets forth the terms of his or her employment, including compensation, which was negotiated through arms’-length contract negotiations. Under these employment agreements or letters, we are obligated to pay severance or other enhanced benefits upon termination of their employment. A discussion of the severance and other enhanced benefits provided to our named executive officers is provided under “Potential Payments upon Termination or Change in Control at Fiscal 20152019 Year-End” beginning on page 56.71.   We have provided change-in-control severance protection for certainsome of our executive officers, including our named executive officers. Our Compensation Committee believes that such protection is intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control. In addition, for executive officers, the program is intended to align executive officers’ and stockholders’ EXLSERVICE.COM  ∕   59      interests by enabling executive officers to consider corporate transactions that are in the best interests of our stockholders and other constituents without undue concern over whether the transactions may jeopardize the executive officers’ own employment.   Senior executive officers, including our named executive officers, have enhanced levels of benefits based on their job level, seniority and probable loss of employment after a change in control. We also consider it likely that it will take more time for senior executive officers to find new employment.   Looking Forward to 20162020 Compensation   FollowingFor fiscal year 2020, we enhanced our redesign ofexecutive stock ownership policy by adding an additional ownership threshold requirement that our CEO and executive committee members must satisfy with respect to our common stock and vested common stock equivalents. We generally continued the annual bonus program and our long-term equity incentives, in 2014, the Compensation Committee determined to continue these programs as described above in fiscal 2016, subject, of course, to new performance goals. Effective April 1, 2016,For 2020, our Company-Wide Performance Metrics under our annual bonus program was revised such that 40% is based on revenue; 30% on adjusted operating profit margin (AOPM); and 30% on Adjusted EPS. In addition, the split between the Company, Business Unit and Individual components has changed for Messrs. Bhalla and Meckey. Lastly, our Compensation Committee made certain market-based adjustments in compensation to be more competitive and, as a result, the performance-based portion of Mr. Kapoor’s long-term incentive compensation mix became larger than his service-based component (previously the split was 50-50). In light of current global and economic conditions, the Compensation Committee approved a modest increase in base salary for certain of our current executive officers. For the Relative TSR-Linked PRSUs granted in 2016, the Company included a negative TSR cap identical to the cap first implemented in 2015. Under the negative TSR cap, if the total stockholder return is negative over the course of the three year performance period, no named executive officer may receive greater than 100% funding of the TSR-Linked PRSUs. Subsequent to fiscal year 2015, we entered into a new employment agreement with Mr. Chhibbar, effective as of January 1, 2016. Under the new agreement, Mr. Chhibbar’s annual base salary will be increased to $400,000, subject to adjustments by the Board as permitted in the agreement, and his target annual cash bonus opportunity will be 60% of his base salary with a maximum of 120% of his base salary. Mr. Chhibbar will continue to remain eligible to receive equity awards atmonitor our 2020 executive compensation program in the discretionsecond half of the Compensation Committee. In addition, Mr. Chhibbar is entitled to receive up to $100,000 in connection with his relocation from India to New York.year.   Deductibility Cap on Executive Compensation   Our Compensation Committee’s general policy is that compensation should qualify as tax deductibleThe Tax Cuts and Jobs Act of 2017 significantly altered our ability to the Companydeduct for federal income tax purposes whenever possible,compensation paid to the extent consistent withcertain of our overall compensation goals. Underexecutives. Prior to its passage, Section 162(m) of the Code limited our ability to deduct compensation paid to certain of our named executive officers (other than our chief financial officer) in excess of $1 million per year, is not deductible unless the compensation is “performance-based”was “performance-based”, as described in the regulations under Code Section 162(m). In general, the Tax Cuts and Jobs Act of 2017 eliminated the exception from Code Section 162(m)’s deduction limits for performance-based compensation, clarified that chief financial officers are covered by the deduction limitation, and made certain other changes, including providing for transition relief for written binding contracts in effect on November 2, 2017. As in the past, our Compensation is generally “performance-based”Committee expects to continue to take into consideration the tax deductibility of compensation, but reserves the right to authorize payments that may not be deductible if it is determined using pre-established objective formulasbelieves that the payments are appropriate and criteria approved by stockholders withinconsistent with our compensation philosophy. Despite the past five years.changes made to Code Section 162(m) outlined above, our Compensation awards under our 2015 Plan generally are designed to maximize tax deductibility by satisfying theCommittee does not anticipate a shift away from variable or performance-based compensation exceptionpayable to Section 162(m). Changesour named executive officers. Similarly, we do not expect to apply less rigor in applicable tax laws and regulations as well as factors beyond the control of the Compensation Committee can adversely impact the deductibility ofprocess by which we establish performance goals or evaluate performance against pre-established goals with respect to compensation paid to our named executive officers who are covered by Section 162(m). Our Compensation Committee believes that mathematical formulas cannot always anticipate and fairly address every situation that might arise. The Compensation Committee therefore retains the authority to adjust compensation in the case of unexpected, unusual or non-recurring events or to attract and retain key executive talent, even if this results in the payment of non-deductible compensation or to otherwise award or pay non-deductible compensation if the Committee deems it in the best interests of the Company and its stockholders to do so.officers.   Our Compensation Committee may make payments that are not fully deductible if, in its judgment, such payments are necessary to achieve our compensation objectives and to protect stockholder interests. EXLSERVICE.COM  ∕   60        Compensation Committee Report   The Compensation Committee of the board of directors of ExlService Holdings, Inc. has reviewed and discussed the Compensation Discussion and Analysis with our management and, based on such review and discussion, has recommended to the board of directors of ExlService Holdings, Inc. that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and our proxy statement relating to the Annual Meeting.     COMPENSATION COMMITTEE       Ms. Anne Minto (Chair) Ms. Deborah Kerr Mr. Som Mittal Mr. Clyde W. Ostler Mr. Garen K. Staglin Ms. Jaynie M. Studenmund EXLSERVICE.COM  ∕   61        Summary Compensation Table for Fiscal Year 20152019   The following table sets forth information for compensation earned in fiscal years 2013, 20142017, 2018 and 20152019 by our named executive officers:                                         Name and Principal Position   Year   Salary ($)     Bonus ($)   Stock Awards ($)(3)   Non- Equity Incentive Plan Compen- sation ($)(4)   Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($)(5)   All Other Compen- sation ($)     Total ($)   Rohit Kapoor   2015   600,000     —   6,119,000   621,129   —   35,014 (6)   7,375,143   Vice Chairman   2014   565,000     —   2,164,263   535,760   —   44,198     3,309,221   & CEO   2013   553,904     —   2,276,711   169,070   —   38,433     3,038,118   Vishal Chhibbar   2015   251,341 (1)   —   595,800   157,049   8,340   34,775 (7)   1,047,305   Executive Vice   2014   250,272     —   415,549   130,457   8,066   35,879     840,222   President and   2013   250,119     6,129   381,028   109,880   7,529   24,205     778,890   CFO                                       Pavan Bagai   2015   242,590 (2)   —   993,000   246,239   9,386   76,164 (8)   1,567,379   President &   2014   235,363     —   681,554   222,188   9,010   84,938     1,233,053   Chief Operating   2013   225,475     28,381   720,673   126,568   8,511   68,747     1,178,356   Officer                                       Nalin Miglani   2015   400,000     —   476,640   274,840   —   81,520 (9)   1,233,000   Executive Vice   2014   —     —   —   —   —   —     —   President,   2013   —     —   —   —   —   —     —   Global Head of                                       Human                                       Resources                                       Henry   2015   450,000     —   595,800   349,385   —   8,340 (11)   1,403,525   Schweppe(10)   2014   —     —   —   —   —   —     —   Former   2013   —     —   —   —   —   —     —   President,                                       Global Business                                       and Marketing                                         Name and Principal Position (1)Year The amount set forthSalary ($) Bonus ($) Stock Awards ($)(4) Non-Equity Incentive Plan Compensation ($)(5) Change in the “Salary” column for Mr. Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) All Other Compensation ($) Total ($) Rohit Kapoor Vice Chairman & CEO 2019 2018 2017 720,000 720,000 620,000 — — — 4,121,410 3,791,277 3,145,687 1,304,453 532,748 591,028 — — — 49,354 61,484 41,413 (7) 6,195,217 5,105,509 4,398,128 Vishal Chhibbar includes $130,952 of base salary, $29,195 of a cash supplementary allowance, $78,571 of housing allowance (which Mr. Chhibbar elected to receive in cash), Former Executive Vice President and $12,622 of travelCFO 2019 2018 2017 427,808 437,671 400,000 — — 1,010,024 928,709 717,639 — 173,210 252,608 — — — 11,289 11,465 8,990 (8) 1,449,121 1,551,056 1,379,237 Pavan Bagai President & Chief Operating Officer and medical allowance (which Mr. Chhibbar elected to receive in cash).Interim CFO(1) 2019 2018 2017 311,554 301,448 296,139 (2) — — — 1,557,454 1,339,363 1,134,418 323,814 133,946 265,561 6,129 17,124 6,059 47,893 57,284 66,207 (9) 2,246,845 1,849,164 1,768,384 Nalin Miglani Executive Vice President and Chief Human Resources Officer 2019 2018 2017 450,000 440,137 410,000 — — — 880,294 809,936 705,312 411,735 164,579 249,083 — — — 9,444 8,640 8,490 (10) 1,751,473 1,423,292 1,372,885 Vikas Bhalla Executive Vice President and Business Head, Insurance 2019 2018 2017 263,809 — — (3) — — — 973,685 — — 285,636 — — 5,186 — — 40,367 — — (11) 1,568,683 — — Samuel Meckey Executive Vice President and Business Head, Healthcare 2019 2018 2017 425,000 — — — — — 765,547 — — 364,320 — — — — — 9,444 — — (12) 1,564,311 — — (1) In addition to his other roles, Mr. Bagai served as our interim Chief Financial Officer in December 2019. (2) The amount set forth in the “Salary” column for Mr. Bagai includes $127,487 of base salary, $129,796 of a cash supplementary allowance, $32,934 of housing allowance (which Mr. Bagai elected to receive in cash), $10,620 of travel allowance (which Mr. Bagai elected to receive in cash), $210 of medical allowance (which Mr. Bagai elected to receive in cash), and $10,507 of a car allowance (which Mr. Bagai elected to receive in cash). The values set forth in this column are before any compensation reduction under any Company 401(k) savings or non-qualified plan. (3) The amount set forth in the “Salary” column for Mr. Bhalla includes $107,874 of base salary, $92,802 of a cash supplementary allowance, $32,923 of housing allowance (which Mr. Bhalla elected to receive in cash), $8,986 of travel allowance (which Mr. Bhalla elected to receive in cash), $210 of medical allowance (which Mr. Bhalla elected to receive in cash), and $21,014 of a car allowance (which Mr. Bhalla elected to receive in cash). The values set forth in this column are before any compensation reduction under any Company 401(k) savings or non-qualified plan. (4) Amounts reflect the total grant date fair value of awards (RSUs and revenue based PRSUs) and Monte Carlo value of awards (TSR based PRSUs) (recognized for financial statement reporting purposes for the fiscal years ended December 31, 2017, 2018 and 2019, in accordance with FASB ASC Topic 718 (disregarding any forfeiture assumptions). Assumptions used in the calculation of these amounts are included (i) for 2019, in footnotes 2 and 23 to the audited financial statements for the fiscal year ended December 31, 2019, included in the 2019 Form 10-K; (ii) for 2018, in footnotes 2 and 24 to the audited financial statements for the fiscal year ended December 31, 2018, included in our Annual Report on Form 10-K (2) The amount set forth in the “Salary” column for Mr. Bagai includes $110,979 of base salary, $94,519 of a cash supplementary allowance, $27,585 of housing allowance (which Mr. Bagai elected to receive in cash), and $9,508 of travel and medical allowance (which Mr. Bagai elected to receive in cash).EXLSERVICE.COM  ∕   62      (3) Amounts reflect the total grant date fair value of awards recognized for financial statement reporting purposes for the fiscal years ended December 31, 2013, 2014 and 2015, in accordance with FASB ASC Topic 718 (disregarding any forfeiture assumptions). Assumptions used in the calculation of these amounts are included (i) for 2015, in footnotes 2 and 14 to the audited financial statements for the fiscal year ended December 31, 2015, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2016; (ii) for 2014, in footnotes 2 and 14 to the audited financial statements for the fiscal year ended December 31, 2014, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2015; and (iii) for 2013, in footnotes 2 and 13 to the audited financial statements for the fiscal year ended December 31, 2013, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2014.    filed with the Securities and Exchange Commission on February 28, 2019; and (iii) for 2017, in footnotes 2 and 21 to the audited financial statements for the fiscal year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018. With respect to stock awards granted in 2015, which includes Mr. Kapoor’s one-time Stock Price Performance Award,2019, the table below sets forth the value attributable to performance restricted stock units valued at target achievement: Name Target Total Grant Date Fair Value ($) Rohit Kapoor 4,815,875 Vishal Chhibbar 335,175 Pavan Bagai 558,625 Nalin Miglani 268,140 Henry Schweppe 335,175 achievement. Performance restricted stock units granted in 20152019 may pay out up to 200% of the target award, which would have amounted to the following grant date fair values listed as the maximum total grant date fair value for each named executive officer:officer in the table below.   Name Name Target Total Grant Date Fair Value ($) Maximum Total Grant Date Fair Value ($) Rohit Kapoor 2,261,629 4,523,259 Vishal Chhibbar 554,246 1,108,491 Pavan Bagai 854,649 1,709,298 Nalin Miglani 483,056 966,113 Vikas Bhalla 534,311 1,068,622 Samuel Meckey 420,095 840,190       (5) Reflects the cash incentive bonuses earned in respect of 2019 and paid in 2020. For details on our annual incentive bonus program, see “Compensation Discussion and Analysis—Incentive Bonus” beginning on page 53. Maximum Total Grant Date Fair Value ($) Rohit Kapoor 9,631,750 Vishal Chhibbar 670,350 Pavan Bagai 1,117,250 Nalin Miglani 536,280 Henry Schweppe 670,350   (4) Reflects the cash incentive bonuses earned in respect of 2015 and paid in 2016. For details on our annual incentive bonus program, see “Compensation Discussion and Analysis—Incentive Bonus” beginning on page 32. (6) Reflects the present value of accruals under the Gratuity Plan for Indian employees. Information regarding our Gratuity Plan (including the assumptions used to calculate these amounts) may be found under “Pension Benefits For Fiscal Year 2019” beginning on page 70. (5) Reflects the present value of accruals under the Gratuity Plan for Indian Employees. Information regarding our Gratuity Plan (including the assumptions used to calculate these amounts) may be found under “Pension Benefits for Fiscal Year 2015” beginning on page 55. (6) Amount for Mr. Kapoor includes the travel allowance provided for under his employment agreement, to be used for once-a-year business class airfare for himself and his family between the United States and India, costs associated with use of an automobile and driver in India, car lease, contributions to our 401(k) plan, and Company-paid life insurance premiums. (7) Amount for Mr. Kapoor includes the travel allowance provided for under his employment agreement, to be used for once-a-year business class airfare for himself and his family between the United States and India ($20,605), costs associated with use of an automobile and driver in India ($358), car lease rental ($5,372), contribution to our 401(k) plan ($9,000), Company-paid life insurance ($444) and tax preparation assistance ($13,575). (7) Amount for Mr. Chhibbar includes contributions to the Employees’ Provident Fund Scheme (a statutorily required defined contribution program for Indian employees) ($15,714), costs associated with use of an automobile and driver in India, car lease, and home internet and telephone charges. (8) Amount for Mr. Bagai includes housing allowance ($39,002), contributions to Employees’ Provident Fund Scheme (a statutorily required defined contribution program for Indian employees) ($13,317), costs associated with use of an automobile and driver in India, car lease, and home internet and telephone charges. (8) Amount for Mr. Chhibbar includes Company-paid life insurance ($444) and tax preparation assistance ($10,845). (9) Amount for Mr. Miglani includes relocation assistance ($73,180), contributions to our 401(k) plan, and Company-paid life insurance premiums. (10) Mr. Schweppe’s employment with the Company terminated as of March 18, 2016. (9) Amount for Mr. Bagai includes housing allowance ($30,809.70), contributions to the Employees’ Provident Fund Scheme (a statutorily required defined contribution program for Indian employees) ($15,298.40), costs associated with use of an automobile and driver in India ($453.90), home internet and telephone charges ($1,331.40). (11) Amount for Mr. Schweppe includes contributions to our 401(k) plan and Company-paid life insurance premiums. (10) Amount for Mr. Miglani includes contribution to our 401(k) plan ($9,000) and Company-paid life insurance premiums ($444). (11) Amount for Mr. Bhalla includes car allowance ($21,014.12), contributions to the Employees’ Provident Fund Scheme (a statutorily required defined contribution program for Indian employees) ($12,944.80), costs associated with use of an automobile and driver in India ($5,253.57), home internet and telephone charges ($1,154.92). (12) Amount for Mr. Meckey includes contribution to our 401(k) plan ($9,000) and Company-paid life insurance premiums ($444).   Unless otherwise specified, below, certain U.S. dollar figures in this proxy statement have been converted from Indian rupees at a rate of 66.1571.38 Indian rupees to $1.00, the Indian rupee to U.S. dollar exchange rate in effect as of December 31, 2015. The amounts disclosed in2019. Some of the “Compensation Discussion and Analysis” section have been converted from Indian rupees at a rate of 63.03 Indian rupees to $1.00, the Indian rupee to U.S. dollar exchange rate in effect as of January 31, 2015. This represents the exchange rate in effect at or around the time the relevant compensation was set, which more accurately reflects the relative value that the Company placed on those elements at the time. Certain information in the Summary Compensation Tables for fiscal years 20132018 and 20142017 was converted using the exchange rates in effect as set forth below: Fiscal Year Rate Exchange Rate of INR per US$1 2018 December 31, 2018 69.77 2017 December 31, 2017 63.87   Fiscal Year   Rate   Exchange Rate of INR per US$1 2014   December 31, 2014   63.03 2013   December 31, 2013   61.78 EXLSERVICE.COM  ∕   63        Grants of Plan-Based Awards Table for Fiscal Year 20152019   The following table sets forth information concerning grants of stock and option awards and non-equity incentive plan awards granted to our named executive officers during fiscal year 2015:2019:       Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards  All Other Stock Awards: Number of Shares of Stock or Units (#)  Grant Date Fair Value of Stock and Option Awards ($)    Name Grant Date  Threshold ($)  Target ($)  Maximum ($)  Threshold (#)  Target (#)  Maximum (#)   Rohit Kapoor     600,000 1,200,000                   2/26/2015         18,750 (2) 37,500     651,563     2/26/2015         18,750 (3) 37,500     1,024,313     4/29/2015         100,000 (4) 200,000     3,140,000     2/26/2015               37,500 (5) 1,303,125   Vishal Chhibbar     145,529 291,057                   2/26/2015         3,750 (2) 7,500     130,313     2/26/2015         3,750 (3) 7,500     204,863     2/26/2015               7,500 (5) 260,625   Pavan Bagai     237,862 475,725                   2/26/2015         6,250 (2) 12,500     217,188     2/26/2015         6,250 (3) 12,500     341,438     2/26/2015               12,500 (5) 434,375   Nalin Miglani     240,000 480,000                   2/26/2015         3,000 (2) 6,000     104,250     2/26/2015         3,000 (3) 6,000     163,890     2/26/2015               6,000 (5) 208,500   Henry Schweppe     337,500 675,000                   2/26/2015         3,750 (2) 7,500     130,313     2/26/2015         3,750 (3) 7,500     204,863     2/26/2015               7,500 (5) 260,625                                   Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock Awards: Number of Shares of Stock or Units (#) Grant Date Fair Value of Stock and Option Awards(5) ($)   Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#)     Maximum (#) Rohit   1,080,000 2,234,520     Kapoor 2/20/2019               28,910 (4) 1,859,780     2/20/2019         14,455 (2) 28,910     929,890     2/20/2019         14,455 (3) 28,910     1,331,739 (6)                           Vishal     337,500 696,600                 Chhibbar 2/20/2019               7,085 (4) 455,778     2/20/2019         3,543 (2) 7,086     227,921     2/20/2019       3,542 (3) 7,084   326,324 (6)     Pavan     273,186 565,221                 Bagai 2/20/2019               10,925 (4) 702,805     2/20/2019         5,463 (2) 10,926     351,435     2/20/2019         5,462 (3) 10,924     503,214 (6)                           Nalin     337,500 696,600                 Miglani 2/20/2019               6,175 (4) 397,238     2/20/2019         3,088 (2) 6,176     198,651     2/20/2019         3,087 (3) 6,174     284,405 (6)                           Vikas     231,157 473,410                 Bhalla 2/20/2019               6,830 (4) 439,374     2/20/2019         3,415 (2) 6,830     219,687     2/20/2019         3,415 (3) 6,830     314,624 (6)                           Samuel     318,750 652,800                 Meckey 2/20/2019               5,370 (4) 345,452     2/20/2019         2,685 (2) 5,370     172,726   2/20/2019 2,685 (3) ,370 247,369 6)                                           (1) These amounts reflect the target and maximum cash incentive bonuses set for 2019. For details of our annual incentive bonus program, see “Compensation Discussion and Analysis – Incentive Bonus” beginning on page 53.   (1) These amounts reflect the target and maximum cash incentive bonuses set for 2015. For details of our annual incentive bonus program, see “Compensation Discussion and Analysis – Incentive Bonus” beginning on page 32. (2) Represents annual awards of Revenue-Linked PRSUs granted under the 2018 Plan, subject to the vesting set forth in footnote 7. (2) Represents annual awards of Revenue-Linked PRSUs granted under the 2015 Plan, subject to the vesting set forth in footnote 7. (3) Represents annual awards of Relative TSR-Linked PRSUs granted under the 2015 Plan, subject to the vesting set forth in footnote 7. (3) Represents annual awards of Relative TSR-Linked PRSUs granted under the 2018 Plan, subject to the vesting set forth in footnote 7. (4) Represents one-time Stock Price Performance Award granted under the 2006 Plan, subject to the vesting set forth in footnote 7. (5) Represents annual awards of restricted stock units granted under the 2015 Plan, subject to the vesting set forth in footnote 7. (4) Represents annual awards of restricted stock units granted under the 2018 Plan, subject to the vesting set forth in footnote 7. (5) Represents one-time special retention awards of restricted stock units granted under the 2018 plan, subject to the vesting set forth in footnote 7.   (6) The grant date fair value of the estimated future payouts under equity incentive plan awards are based on the Monte Carlo value.EXLSERVICE.COM  ∕   64      (7) The vesting schedules of the stock grants mentioned in the table are as follows (subject to continued employment through each applicable vesting date):    (6) The grant date fair value of the estimated future payouts for the Relative TSR-Linked PRSUs are based on the Monte Carlo value. (7) The vesting schedules of the stock grants mentioned in the table are as follows for each named executive officer (subject to continued employment through each applicable vesting date): Name Grant Date Vesting Start Date Vesting Schedule Rohit Kapoor2/20/2019 2/26/201520/2019 Revenue Linked PRSUs: 100% vesting on 12/31/2021 2/20/2019 2/26/201529/2019 Relative TSR-Linked PRSUs: 100% vesting on 12/31/2021 2/20/2019 2/20/2019 Restricted Stock Units:Units: Vesting over 4 years – 25% each year 2/26/2015 2/26/2015 Revenue Linked PRSUs: 100% vesting on 12/31/2017, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 2/26/2015 2/26/2015 Relative TSR-Linked PRSUs: 100% vesting on 12/31/2017 4/29/2015 4/29/2015 Stock Price Performance Award: 100% vesting on 12/31/2017 Vishal Chhibbar 2/26/2015 2/26/2015 Restricted Stock Units: Vesting over 4 years – 10%, 20%, 30% and 40% 2/26/2015 2/26/2015 Revenue Linked PRSUs: 100% vesting on 12/31/2017, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 2/26/2015 2/26/2015 Relative TSR-Linked PRSUs: 100% vesting on 12/31/2017 Pavan Bagai 2/26/2015 2/26/2015 Restricted Stock Units: Vesting over 4 years – 10%, 20%, 30% and 40% 2/26/2015 2/26/2015 Revenue Linked PRSUs: 100% vesting on 12/31/2017, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 2/26/2015 2/26/2015 Relative TSR-Linked PRSUs: 100% vesting on 12/31/2017 Nalin Miglani 2/26/2015 2/26/2015 Restricted Stock Units: Vesting over 4 years – 10%, 20%, 30% and 40% 2/26/2015 2/26/2015 Revenue Linked PRSUs: 100% vesting on 12/31/2017, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 2/26/2015 2/26/2015 Relative TSR-Linked PRSUs: 100% vesting on 12/31/2017 Henry Schweppe 2/26/2015 2/26/2015 Restricted Stock Units: Vesting over 4 years – 10%, 20%, 30% and 40% 2/26/2015 2/26/2015 Revenue Linked PRSUs: 100% vesting on 12/31/2017, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 2/26/2015 2/26/2015 Relative TSR-Linked PRSUs: 100% vesting on 12/31/2017   Employment Agreements   In addition to the terms described below, the employment and severance agreements for each of our named executive officers include severance, termination and/or noncompetition provisions, which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 2019 Year-End” beginning on page 71. Rohit Kapoor Mr. Kapoor serves as our Vice Chairman and CEO, and is based at our executive offices in New York, New York. WeOur engagement of Mr. Kapoor has been under the terms of employment agreements for over 14 years. On September 19, 2017, we entered into an amended and restated employment agreement with him, dated April 29, 2015. Mr. Kapoor’sKapoor that became effective on January 1, 2018. That employment agreement provides for an initial term that commencesfrom January 1, 2015 and extends2018 until December 31, 20172020, and automatically renews for successive one-year periods unless terminated with 120 daysdays’ prior notice.   Salary, Bonus and Equity. Mr. Kapoor’s base salary was increased to $600,000, effective January 1, 2015. Mr. Kapoor’s base salary can be increased at our sole discretion and cannot be decreased unless a Company-wide decrease in pay is implemented. Mr. Kapoor can earn an annual cash bonus, with a target of 100% of base salary and a maximum of 200% of base salary, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Kapoor remains eligible to receive equity-based awards annually during the term, in amounts and forms determined by the Compensation Committee, but with vesting terms no less favorable than ratable vesting over four years from the date of grant. ● Salary, Bonus and Equity: Mr. Kapoor’s base salary increased to $720,000, effective April 1, 2018 and was held constant in 2019. Mr. Kapoor’s base salary can be increased at our sole discretion and cannot be decreased unless a Company-wide decrease in pay is implemented. Mr. Kapoor can earn an annual cash bonus, with a target of 150% of base salary and a maximum of 326% of base salary, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Kapoor remains eligible to receive equity-based awards annually during the term, in amounts and forms determined by the Compensation Committee, but with vesting terms no less favorable than ratable vesting over four years from the date of grant.   Pursuant to the terms of our 2006 Omnibus Award Plan (the “2006 Plan”), Mr. Kapoor received a Stock Price Performance Award in the second quarter of 2015 that he may earn based on the Company’s average stock price exceeding certain targets during the 60 day period prior to December 31, 2017 and contingent upon his continuous service through that date. The amount of PRUSs Mr. Kapoor ultimately receives may be between 0% and 200% of his Target Award, based on actual performance. Personal Benefits. We provide Mr. Kapoor with certain personal benefits, including certain club memberships, term life insurance policy (with a face value of $500,000), once-a-year business class airfare between the United States and India for the executive and his family, up to $12,000 for personal tax and estate planning expenses, up to $1,400 per month car allowance, up to $12,000 per year for expenses associated with maintaining an automobile in India (including cost of a driver), personal security for the executive and his family while in India, reimbursement for first-class business travel, and a per diem allowance for certain trips. In addition, his employment agreement entitles him to certain other benefits in the event he is relocated to India, but which are not applicable currently as he maintains a U.S. residency. ● Personal Benefits: We provide Mr. Kapoor with certain personal benefits, including certain club memberships, home office supplies, term life insurance policy (with a face value of $500,000), once-a-year business class airfare between the United States and India for the executive and his family, up to $12,000 for personal tax and estate planning expenses, up to $1,400 per month car allowance, up to $12,000 per year for expenses associated with maintaining an automobile in India (including cost of a driver), personal security for the executive and his family while in India, reimbursement for first-class business travel, and a per diem allowance for certain trips. In addition, his employment agreement entitles him to certain other benefits in the event he is relocated to India, but which are not applicable currently as he maintains a U.S. residency.   Mr. Kapoor’s employment agreement also includes severance, termination and noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 20152019 Year-End” beginning on page 56.71.   EXLSERVICE.COM  ∕   65      Vishal Chhibbar Mr. Chhibbar servesserved as our Executive Vice President and CFO until his last day of employment on December 13, 2019. Mr. Chhibbar was subject to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and wasnonsolicitation restrictions during his employment and for one year thereafter. Pavan Bagai  Mr. Bagai serves as our President and Chief Operating Officer, and is based in India until December 31, 2015.India. We entered into antwo employment agreementagreements with him, effective MayJuly 31, 2002 and August 1, 2009,2002, respectively and a severance letter, effective March 15, 2011, each of which was in effect until December 31, 2015.will continue throughout Mr. Bagai’s employment with the Company.   Salary, Bonus and Equity. Mr. Chhibbar’s annual fixed compensation, measured in his home currency of Indian rupees, was increased by 5.4% effective April 1, 2015. Mr. Chhibbar’s annual fixed compensation includes base salary, as well as amounts available as a leave travel allowance, a housing allowance, an automobile allowance, a medical allowance and a cash supplementary allowance. In addition, under his agreement, Mr. Chhibbar can earn an annual cash bonus, with a target of 50% of annual fixed compensation and a maximum of 100% of annual fixed compensation, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Chhibbar is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee. ● Salary, Bonus and Equity: Mr. Bagai’s annual fixed compensation, measured in U.S. dollars rather than his home currency of Indian rupees (using an exchange rate of 71.38 INR to 1 USD, which was the exchange rate on December 31, 2019), was decreased to $364,248 effective April 1, 2019. Mr. Bagai’s annual fixed compensation includes base salary, as well as amounts available as a leave travel allowance, a housing allowance, an automobile allowance, a medical allowance and a cash supplementary allowance. In addition, Mr. Bagai can earn an annual cash bonus, with a target of 75% of annual fixed compensation and a maximum of 163% of annual fixed compensation, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Bagai is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee.   Mr. Chhibbar’s employment agreementBagai’s agreements also includes severance, termination and noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 20152019 Year-End” beginning on page 56.71.   Please refer to page 40 of the Compensation Discussion and Analysis for a summary of the material terms of Mr. Chhibbar’s revised employment agreement effective January 1, 2016. Pavan Bagai Mr. Bagai serves as our President and Chief Operating Officer, and is based in India. We entered into an employment agreement with him, effective July 31, 2002 and a severance agreement, effective March 15, 2011, each of which will continue throughout Mr. Bagai’s employment with the Company. Salary, Bonus and Equity. Mr. Bagai’s annual fixed compensation, measured in his home currency of Indian rupees, was increased by 6.5% effective April 1, 2015. Mr. Bagai’s annual fixed compensation includes base salary, as well as amounts available as a leave travel allowance, a housing allowance, an automobile allowance, a medical allowance and a cash supplementary allowance. In addition, Mr. Bagai can earn an annual cash bonus, with a target of 75% of annual fixed compensation and a maximum of 150% of annual fixed compensation in 2015, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Bagai is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee. Mr. Bagai’s employment and severance agreements also include severance, termination and noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 2015 Year-End” beginning on page 56. Nalin Miglani Mr. Miglani serves as our Executive Vice President Global Head ofand Chief Human Resources Officer, and is based at our executive offices in New York, New York. We entered into an employment agreement with him, effective December 1, 2014, which will continue throughout Mr. Miglani’s employment with the Company.   Salary, Bonus and Equity. Mr. Miglani’s base salary is $400,000, which may be increased from time to time by our Board. While, employed, Mr. Miglani can earn an annual cash bonus, with a target of 60% of base salary and a maximum of 120% of base salary, based upon attainment of performance criteria determined by our Compensation Committee. Mr. Miglani is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee. Mr. Miglani’s employment agreement provided for: (i) an initial equity award of 20,000 restricted stock units that will vest according to the schedule described below under “Outstanding Equity Awards at Fiscal 2015 Year-End” beginning on page 49and (ii) a one-time joining bonus of $200,000 half of which was paid on the commencement of his employment and the other half paid in March 2015, based on his continued service with the Company. Mr. Miglani is entitled to receive $100,000 in connection with his relocation from Amsterdam to New York. ● Salary, Bonus and Equity: Mr. Miglani’s base salary was held constant at $450,000 in 2019 but may be increased from time to time by our Board. While employed, Mr. Miglani can earn an annual cash bonus, with a target of 75% of base salary and a maximum of 162% of base salary, based upon attainment of performance criteria determined by our Compensation Committee. Mr. Miglani is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee. Mr. Miglani’s employment agreement provided for: (i) an initial equity award of 20,000 restricted stock units that will vest according to the schedule described below under “Outstanding Equity Awards at Fiscal 2019 Year-End” beginning on page 68 and (ii) a one-time joining bonus of $200,000 half of which was paid on the commencement of his employment and the other half paid in March 2015, based on his continued service with the Company. Mr. Miglani received $100,000 in connection with his relocation from Amsterdam to New York in 2014.   Mr. Miglani’s employment agreement also includes severance, termination and noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 20152019 Year-End” beginning on page 56.71.   Henry Schweppe EXLSERVICE.COM  ∕   66        Vikas Bhalla  Mr. SchweppeBhalla serves as our Executive Vice President and Business Head, Insurance, and is our former President, Global Business and Marketing of Holdings, and was based at our executive offices in New York, New York.India. We entered into an employment agreement with him, effective October 6, 2014. HisApril 28, 2001 and a severance letter, effective March 15, 2011, each of which will continue throughout Mr. Bhalla’s employment with the Company terminated as of March 18, 2016.Company.   Salary, Bonus and Equity. Mr. Schweppe’s base salary was $450,000. While employed, Mr. Schweppe was eligible to earn an annual cash bonus, with a target of 75% of base salary and a maximum of 150% of base salary, based upon attainment of performance criteria determined by our Compensation Committee. Mr. Schweppe was also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee. Mr. Schweppe’s employment agreement provided for: (i) an initial equity award of restricted stock units valued at $500,000 as of the date of grant that vest according to the schedule described below under “Outstanding Equity Awards at Fiscal 2015 Year-End” beginning on page 49and (ii) a one-time joining bonus of $350,000 half of which was paid on the commencement of his employment and the other half of which was paid in March 2015. We agreed to pay up to $200,000 in legal fees on behalf of Mr. Schweppe in connection with his resignation from his prior employer should he have to resolve any matters concerning his noncompetition agreement with his prior employer. ● Salary, Bonus and Equity: Mr. Bhalla’s annual fixed compensation, measured in U.S. dollars rather than his home currency of Indian rupees (using an exchange rate of 71.38 INR to 1 USD, which was the exchange rate on December 31, 2019), was decreased from $344,450 to $308,210 effective April 1, 2019. Mr. Bhalla’s annual fixed compensation includes base salary, as well as amounts available as a leave travel allowance, a housing allowance, an automobile allowance, a medical allowance and a cash supplementary allowance. In addition, Mr. Bhalla can earn an annual cash bonus, with a target of 75% of annual fixed compensation and a maximum of 162% of annual fixed compensation, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Bhalla is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee.   Mr. Schweppe’s employment agreementBhalla’s agreements also includedincludes severance, termination and noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 20152019 Year-End” beginning on page 56.71. Samuel Meckey Mr. Meckey serves as our Executive Vice President and Business Head, Healthcare, and is based at our executive offices in New York, New York. We entered into an employment agreement with him, effective November 5, 2018, which will continue throughout Mr. Meckey’s employment with the Company. ● Salary, Bonus and Equity: Mr. Meckey’s annual fixed compensation was held constant at $425,000 in 2019. In addition, Mr. Meckey can earn an annual cash bonus, with a target of 75% of annual fixed compensation and a maximum of 162% of annual fixed compensation, based upon the attainment of performance criteria determined by our Compensation Committee. Mr. Meckey is also eligible, subject to performance and other conditions, to receive annual equity awards at the discretion of the Compensation Committee. Mr. Meckey’s agreements also includes severance, termination and noncompetition provisions which are described below under “Potential Payments upon Termination or Change in Control at Fiscal 2019 Year-End” beginning on page 71. EXLSERVICE.COM  ∕   67        Outstanding Equity Awards at Fiscal 20152019 Year-End   The following table sets forth the equity awards we have made to our named executive officers that were outstanding as of December 31, 2015:2019. The market values set forth in the table are based on a price of $69.46, which was the closing price of our stock on December 31, 2019.     Option Awards  Stock Awards  Name  Number of Securities Underlying Unexercised Options (#) Exercisable(1) Number of Securities Underlying Unexercised Options (#) Unexercisable(1) Option Exercise Price ($) Option Expiration Date  Number of Shares or Units of Stock That Have Not Vested (#)(2)  Market Value of Shares or Units of Stock That Have Not Vested ($)(4)  Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)(5)  Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)(5)  Rohit Kapoor 150,000 — 11.88 7/26/2016           150,000 — 16.96 1/23/2018           196,400 — 8.75 2/10/2019           97,500 — 19.76 2/3/2021           73,125 24,375 24.77 2/7/2022                   9,375 421,219               37,500 1,684,875               674 30,283               2,409 108,236               28,125 1,263,656               37,500 1,684,875               12,499 561,580 12,502 561,715           6,249 280,768 12,501 561,670               37,500 1,684,875               18,750 842,438               100,000 4,493,000 Vishal Chhibbar 50,209 — 9.59 6/1/2019           6,350 — 19.76 2/3/2021           4,830 4,420 24.77 2/7/2022                   1,700 76,381               8,400 377,412               297 13,344               6,300 283,059               751 33,742               7,500 336,975               2,333 104,822 2,334 104,867           1,249 56,118 2,501 112,370               7,000 314,510               3,750 168,488   Option Awards  Stock Awards  Name  Number of Securities Underlying Unexercised Options (#) Exercisable(1) Number of Securities Underlying Unexercised Options (#) Unexercisable(1) Option Exercise Price ($) Option Expiration Date  Number of Shares or Units of Stock That Have Not Vested (#)(2)  Market Value of Shares or Units of Stock That Have Not Vested ($)(4)  Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)(5)  Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)(5)  Pavan Bagai 13,000 — 19.76 2/3/2021           19,500 13,000 24.77 2/7/2022                   5,000 224,650               461 20,713               16,100 723,373               10,350 465,026               1,203 54,051               12,500 561,625               3,833 172,217 3,834 172,262           2,083 93,589 4,167 187,223               11,500 516,695               6,250 280,813 Nalin Miglani         18,000 808,740               6,000 269,580               999 44,885 2,001 89,905               3,000 134,790 Henry Schweppe         18,153 815,614               7,500 336,975               1,249 56,118 2,501 112,370               3,750 168,488   Option Awards Stock Awards Name Option / Stock Award Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable(1) Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)(2) Market Value of Shares or  Units of Stock That Have Not  Vested  ($)(4)  Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested  (#)(3)  Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not  Vested  ($)(4) Rohit 2/7/2012 29,259 — 24.77 2/7/2022       Kapoor 2/24/2016     9,375 651,188       2/23/2017         15,945 1,107,540       2/22/2018         22,504 1,563,128       2/22/2018             30,006(a) 2,084,217   2/22/2018             30,004(b) 2,084,078   2/20/2019         28,910 2,008,089       2/20/2019             14,455(c) 1,004,044   2/20/2019             14,455(d) 1,004,044 Vishal 2/24/2016         1,750 121,555     Chhibbar 2/23/2017         3,638 252,695       2/22/2018         5,513 382,933       2/22/2018             7,350(a) 510,531   2/22/2018             7,350(b) 510,531   2/20/2019         7,085 492,124       2/20/2019             3,543(c) 246,097   2/20/2019             3,542(d) 246,027 Pavan 2/24/2016         3,125 217,063     Bagai 2/23/2017         5,750 399,395       2/22/2018         7,950 552,207       2/22/2018             10,600(a) 736,276   2/22/2018             10,600(b) 736,276   2/20/2019         10,925 758,851       2/20/2019             5,463(c) 379,460   2/20/2019             5,462(d) 379,391 Nalin 2/24/2016         1,500 104,190     Miglani 2/23/2017         3,575 248,320       2/22/2018         4,808 333,964       2/22/2018             6,410(a) 445,239   2/22/2018             6,410(b) 445,239   2/20/2019         6,175 428,916       2/20/2019             3,088(c) 214,492   2/20/2019             3,087(d) 214,423 Vikas 2/24/2016         1,625 112,873     Bhalla 2/23/2017         2,723 189,140       2/22/2018         4,992 346,744       2/22/2018             6,656(a) 462,326   2/22/2018             6,654(b) 462,187   2/20/2019         6,830 474,412       2/20/2019             3,415(c) 237,206   2/20/2019             3,415(d) 237,206 Samuel 11/8/2018         6,380 443,155     Meckey 2/20/2019         5,370 373,000       2/20/2019             2,685(c) 186,500   2/20/2019             2,685(d) 186,500                     (1) The stock option awards for Mr. Kapoor became vested in increments of 25% on each of the first, second, third and fourth anniversaries of the grant date, generally subject to continued employment through each applicable vesting date.   (1) The stock option awards in this table became or will become vested and exercisable in accordance with the following schedules (generally subject to continued employment through each applicable vesting date):EXLSERVICE.COM  ∕   68        Option Expiration Date (mm/dd/yyyy)  Vesting Schedule of Original Grant 7/26/2016 For Mr. Kapoor, 25% of the options vested on each of November 14, 2006, November 14, 2007, November 14, 2008 and November 14, 2009. 1/23/2018 For Mr. Kapoor, 25% of the options vested on each of January 23, 2009, January 23, 2010, January 23, 2011 and January 23, 2012. 2/10/2019 For Mr. Kapoor, 25% of the options vested on each of February 10, 2010, February 10, 2011, February 10, 2012 and February 10, 2013. 6/1/2019 For Mr. Chhibbar, 10% of the options vested on June 1, 2010, an additional 20% of the options vested on June 1, 2011, an additional 30% of the options vested on June 1, 2012 and the remaining 40% of the options vested on June 1, 2013.   Option Expiration Date (mm/dd/yyyy)  Vesting Schedule of Original Grant 2/3/2021 For Mr. Kapoor, 25% of the options vested on each of February 3, 2012, February 3, 2013, February 3, 2014 and February 3, 2015.  For Messrs. Chhibbar and Bagai, 10% of the options vested on February 3, 2012, an additional 20% of the options vested on February 3, 2013, an additional 30% of the options vested on February 3, 2014 and the remaining 40% of the options vested on February 3, 2015.   2/7/2022 For Mr. Kapoor, 25% of the options vested on each of February 7, 2013, February 7, 2014, February 7, 2015 and February 7, 2016.  For Messrs. Chhibbar and Bagai, 10% of the options vested on February 7, 2013, 20% of the options vested on February 7, 2014, 30% of the options vested on February 7, 2015, and 40% of the options vested on February 7, 2016.  (2) The restricted stock unit awards in this table vest and convert to shares in accordance with the following schedules (generally subject to continued employment through each applicable vesting date): Name # of Units Unvested as of 12/31/15 Vesting Schedule of Original Grant Rohit Kapoor 9,375 25% of the restricted stock units vested on each of February 7, 2013, February 7, 2014, February 7, 2015 and February 7, 2016. 37,500 25% of the restricted stock units vested on each of February 8, 2014, February 8, 2015 and February 8, 2016. The remaining 25% of the restricted stock units will vest on February 8, 2017. 674 33.3% of the restricted stock units vested on each of February 8, 2014, February 8, 2015 and February 8, 2016. 2,409 33.3% of the restricted stock units vested on each of February 13, 2015 and February 13, 2016. The remaining 33.3% of the restricted stock units will vest on February 13, 2017. 28,125 25% of the restricted stock units vested on each of February 13, 2015 and February 13, 2016. An additional 25% of the restricted stock units will vest on each of February 13, 2017 and February 13, 2018. 37,500 25% of the restricted stock units vested on February 26, 2016. An additional 25% of the restricted stock units will vest on each of February 26, 2017, February 26, 2018 and February 26, 2019. 12,499 100% of the Revenue-Linked PRSUs will vest on December 31, 2016. This amount represents the number of Revenue-Linked PRSUs that were “banked” pursuant to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 6,249 100% of the Revenue-Linked PRSUs will vest on December 31, 2017. This amount represents the number of Revenue-Linked PRSUs that were “banked” pursuant to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. Vishal Chhibbar 1,700 10% of the restricted stock units vested on February 7, 2013, 20% of the restricted stock units vested on February 7, 2014, 30% of the restricted stock units vested on February 7, 2015, and 40% of the restricted stock units will vest on February 7, 2016. 8,400 10% of the restricted stock units vested on February 8, 2014, 20% of the restricted stock units vested on February 8, 2015, 30% of the restricted stock vested on February 8, 2016, and the remaining 40% of the restricted stock units will vest on February 8, 2017. 297 33.33% of the restricted stock units vested on each of February 8, 2014, February 8, 2015 and February 8, 2016. 6,300 10% of the restricted stock units vested on February 13, 2015 and 20% of the restricted stock units vested on February 13, 2016. An additional 30% of the restricted stock units will vest on February 13, 2017 and the remaining 40% of the restricted stock units will vest on February 13, 2018. Name # of Units Unvested as of 12/31/15 Vesting Schedule of Original Grant 751 33.33% of the restricted stock units vested on each of February 13, 2015 and February 13, 2016. The remaining 33.33% of the restricted stock units will vest on February 13, 2017. 7,500 10% of the restricted stock units vested on February 26, 2016. An additional 20% of the restricted stock units will vest on February 26, 2017, 30% of the restricted stock units will vest on February 26, 2018 and the remaining 40% of the restricted stock units will vest on February 26, 2019. 2,333 100% of the Revenue-Linked PRSUs will vest on December 31, 2016. This amount represents the number of Revenue-Linked PRSUs that were “banked” pursuant to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 1,249 100% of the Revenue-Linked PRSUs will vest on December 31, 2017. This amount represents the number of Revenue-Linked PRSUs that were “banked” pursuant to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. Pavan Bagai 5,000 10% of the restricted stock units vested on February 7, 2013, 20% of the restricted stock units vested on February 7, 2014, 30% of the restricted stock units vested on February 7, 2015, and 40% of the restricted stock units will vest on February 7, 2016. 461 33.3% of the restricted stock units vested on each of February 8, 2014, February 8, 2015, and February 8, 2016. 16,100 10% of the restricted stock units vested on February 8, 2014, 20% of the restricted stock units vested on February 8, 2015, 30% of the restricted stock vested on February 8, 2016, and the remaining 40% of the restricted stock units will vest on February 8, 2017. 10,350 10% of the restricted stock units vested on February 13, 2015 and 20% of the restricted stock units vested on February 13, 2016. An additional 30% of the restricted stock units will vest on February 13, 2017 and the remaining 40% of the restricted stock units will vest on February 13, 2018. 1,203 33.33% of the restricted stock units vested on each of February 13, 2015 and February 13, 2016. The remaining 33.33% of the restricted stock units will vest on February 13, 2017. 12,500 10% of the restricted stock units vested on February 26, 2016. An additional 20% of the restricted stock units will vest on February 26, 2017, 30% of the restricted stock units will vest on February 26, 2018 and the remaining 40% of the restricted stock units will vest on February 26, 2019. 3,833 100% of the Revenue-Linked PRSUs will vest on December 31, 2016. This amount represents the number of Revenue-Linked PRSUs that were “banked” pursuant to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 2,083 100% of the Revenue-Linked PRSUs will vest on December 31, 2017. This amount represents the number of Revenue-Linked PRSUs that were “banked” pursuant to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. Nalin Miglani 18,000 10% of the restricted stock units vested on December 4, 2015. An additional 20% of the restricted stock units will vest on December 4, 2016, an additional 30 of the restricted stock units will vest on December 4, 2017 and the remaining 40% of the restricted stock units will vest on December 4, 2018. 6,000 10% of the restricted stock units vested on February 26, 2016. An additional 20% of the restricted stock units will vest on February 26, 2017, 30% of the restricted stock units will vest on February 26, 2018 and the remaining 40% of the restricted stock units will vest on February 26, 2019. Name # of Units Unvested as of 12/31/15 Vesting Schedule of Original Grant 999 100% of the Revenue-Linked PRSUs will vest on December 31, 2017. This amount represents the number of Revenue-Linked PRSUs that were “banked” pursuant to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. Henry Schweppe 18,153 10% of the restricted stock units vested on October 6, 2015. The remaining restricted stock units were forfeited upon his termination of employment with the Company. 7,500 10% of the restricted stock units vested on February 26, 2016. The remaining restricted stock units were forfeited upon his termination of employment with the Company. 1,249 All of these Revenue-Linked PRSUs were forfeited upon his termination of employment with the Company. (3) The performance restricted stock unit awards in this table vest and convert to shares in accordance with the following schedules (generally subject to continued employment through the applicable vesting date and achievement of applicable performance goals): Name # of Units Unvested as of 12/31/15 Vesting Schedule of Original Grant Rohit Kapoor 12,502 100% of the Revenue-Linked PRSUs will vest on December 31, 2016, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 12,501 100% of the Revenue-Linked PRSUs will vest on December 31, 2017, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 37,500 100% of the Relative TSR-Linked PRSUs will vest on December 31, 2016. 18,750 100% of the Relative TSR-Linked PRSUs will vest on December 31, 2017. 100,000 100% of the Stock Price Performance Award will vest on December 31, 2017. Vishal Chhibbar 2,334 100% of the Revenue-Linked PRSUs will vest on December 31, 2016, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 2,501 100% of the Revenue-Linked PRSUs will vest on December 31, 2017, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 7,000 100% of the Relative TSR-Linked PRSUs will vest on December 31, 2016. 3,750 100% of the Relative TSR-Linked PRSUs will vest on December 31, 2017. Pavan Bagai 3,834 100% of the Revenue-Linked PRSUs will vest on December 31, 2016, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 4,167 100% of the Revenue-Linked PRSUs will vest on December 31, 2017, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 11,500 100% of the Relative TSR-Linked PRSUs will vest on December 31, 2016. 6,250 100% of the Relative TSR-Linked PRSUs will vest on December 31, 2017. Nalin Miglani 2,001 100% of the Revenue-Linked PRSUs will vest on December 31, 2017, subject to the banking feature described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” on page 36. 3,000 100% of the Relative TSR-Linked PRSUs will vest on December 31, 2017.    Name # of Units Unvested as of 12/31/15 Vesting Schedule of Original Grant Henry Schweppe 2,501 All of these remaining Revenue-Linked PRSUs were forfeited upon his termination of employment with the Company. 3,750 All of these remaining Relative TSR-Linked PRSUs were forfeited upon his termination of employment with the Company. (4) The price used in determining the market values set forth in this table is $44.93, which was the closing price of our stock on December 31, 2015. (5) The amounts shown in this column reflect target performance with the exception of the 2014 Revenue-Linked PRSUs and the 2014 Relative TSR-Linked PRSUs. Amounts shown in this column for the 2014 Revenue-Linked PRSUs and the 2014 Relative TSR-Linked PRSUs reflect maximum performance.   (2) The restricted stock unit awards in this table vest and convert to shares in accordance with the following schedule (generally subject to continued employment through each applicable vesting date): 25% of the restricted stock units vest on each of the first, second, third and fourth anniversaries of the grant date. (3) The performance restricted stock unit awards in this table vest and convert to shares in accordance with the following schedules (generally subject to continued employment through the applicable vesting date and achievement of applicable performance goals): (a) 100% of the restricted stock units vest on December 31, 2020. This amount represents the 2018 Revenue-Linked PRSUs and reflects maximum performance. (b) 100% of the restricted stock units vest on December 31, 2020. This amount represents the 2018 Relative TSR-Linked PRSUs and reflects maximum performance. (c) 100% of the restricted stock units vest on December 31, 2021. This amount represents 2019 Revenue-Linked PRSUs and reflects target performance. (d) 100% of the restricted stock units vest on December 31, 2021. This amount represents 2019 Relative TSR-Linked PRSUs and reflects target performance. (4) The price used in determining the market values set forth in this table is $69.46, which was the closing price of our stock on December 31, 2019. Option Exercises and Stock Vested During Fiscal Year 20152019   The following table provides additional information about the value realized by our named executive officers on option award exercises and stock award vesting during fiscal year 2015:2019:     Option Awards   Stock Awards Option Awards Stock Awards Name   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($) Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#)  Value Realized on Vesting ($) Rohit Kapoor   —   —   9,375 9,375 1,244 673 18,750 9,375 1,203   277,008 293,438 38,937 21,065 586,875 294,094 37,738 18,241 841,498 70,929 4,883,578 Vishal Chhibbar   1,800 3,600 6,300 900 900 900 900   26,694 74,664 160,083 23,769 24,669 25,389 26,199   1,700 1,275 554 297 2,400 700 374   50,231 39,908 17,340 9,296 75,120 21,959 11,732 33,000 1,679,807 8,406 535,362 Pavan Bagai   —   —   5,000 3,750 817 460 4,600 1,150 601   147,738 117,375 25,572 14,398 143,980 36,076 18,853 — 26,887 1,844,141 Nalin Miglani   —   —   2,000   91,100 — 15,521 1,070,423 Henry Schweppe   —   —   2,016   77,576 Vikas Bhalla — 13,717 935,835 Samuel Meckey — 2,126 147,034   EXLSERVICE.COM  ∕   69      Pension Benefits Forfor Fiscal Year 20152019   The following table discloses the present value of accumulated benefits payable to each of the named executive officers and the years of service credited to each named executive under the Gratuity Plan for Indian Employees as of December 31, 2015:2019:   Name   Plan Name   Number of Years Credited Service (#)(1)   Present Value of Accumulated Benefit ($)   Payments During Last Fiscal Year ($) Plan Name Number of Years Credited Service (#)(1) Present Value of Accumulated Benefit ($) Payments During Last Fiscal Year ($) Vishal Chhibbar   Gratuity Plan for Indian Employees   7   44,643   — Pavan Bagai   Gratuity Plan for Indian Employees   13   70,437   — Gratuity Plan for Indian Employees(2) 17 104,196 — Vikas Bhalla Gratuity Plan for Indian Employees(2) 19 98,538 — (1) Consists of the number of years of service credited as of December 31, 2019 for the purpose of determining benefit service under the Gratuity Plan. Credited service is determined based on the completed years of continuous employment (rounded to the nearest whole number of years) with the Company since the executive’s date of hire.   (1) Consists of the number of years of service credited as of December 31, 2015 for the purpose of determining benefit service under the Gratuity Plan. Credited service is determined based on the completed years of continuous employment (rounded to the nearest whole number of years) with the Company since the executive’s date of hire. (2) Liabilities with regard to the Gratuity Plans are determined by actuarial valuation using the projected unit credit method. Under this method, we determine our liability based upon the discounted value of salary increases until the date of separation arising from retirement, death, resignation or other termination of services. Critical assumptions used in measuring the plan expense and projected liability under the projected unit credit method include the discount rate, expected return on assets and the expected increase in the compensation rates. Details regarding the assumptions used in the calculation of these amounts are included in footnote 20 to the audited financial statements for the fiscal year ended December 31, 2019 included in the 2019 Form 10-K. (2) Liabilities with regard to the Gratuity Plans are determined by actuarial valuation using the projected unit credit method. Under this method, we determine our liability based upon the discounted value of salary increases until the date of separation arising from retirement, death, resignation or other termination of services. Critical assumptions used in measuring the plan expense and projected liability under the projected unit credit method include the discount rate, expected return on assets and the expected increase in the compensation rates. Details regarding the assumptions used in the calculation of these amounts are included in footnote 11 to the audited financial statements for the fiscal year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2016.   We are required to provide all Indian employees with benefits under the Gratuity Plan, a defined benefit pension plan in India. Distributions from the Gratuity Plan are made in a single lump sum following retirement from the Company. An executive’s benefit under the Gratuity Plan is determined at any time as the executive’s annual base salary (determined based on the executive’s most recent monthly base salary) divided by 26, multiplied by 15, and the product multiplied by the executive’s completed years of continuous service with the Company. An executive has a vested and nonforfeitable right to payment of his accrued Gratuity Plan benefit only after five years of service. The present value of Mr. Chhibbar’sMessrs. Bagai and Mr. Bagai’sBhalla’s accumulated benefits has been determined based on their monthly basic salary rates in effect on December 31, 2015,2019, which wereare approximately $11,054$10,624 and $9,392,$8,989, respectively. EXLSERVICE.COM  ∕   70        Potential Payments upon Termination or Change in Control at Fiscal 20152019 Year-End   Rohit KapoorThe following tables summarize the amounts payable to each named executive officer upon a change in control or termination of his employment with us on December 31, 2019. In calculating potential payments for purposes of this disclosure, we have quantified our equity-based payments using the closing stock price on December 31, 2019, which was $69.46. Some of the capitalized terms used in the employment agreements for our named executive officers are defined in the section entitled “Certain Defined Terms” on page 77.   Rohit Kapoor Cash Severance.: If Mr. Kapoor’s employment were terminated by us without “cause” or by the executive for “good reason” (in each case, as described below) on December 31, 2015,2019, he would have been entitled to cash severance consisting of: ● continuation of his base salary for 24 months; ● his actual bonus, if any, earned for the year of termination, determined as if he had been employed for the full year of termination, paid ratably over the remaining period of base salary payments; ● any unpaid bonus amounts from prior periods; ● any accrued but unpaid base salary and vacation days or unreimbursed expenses; ● costs of continued COBRA coverage under the Company’s group health plan on behalf of the executive and his eligible dependents (described in more detail below), until the earlier of (x) the 18-month anniversary of termination and (y) the date the executive becomes eligible to receive comparable benefits from a subsequent employer; and ● continuation of life insurance coverage until the earlier of (x) the 18-month anniversary of termination and (y) the date the executive commences employment with a subsequent employer.   ·     continuation of his base salary for 24 months; ·     his actual bonus, if any, earned for the year of termination, determined as if he had been employed for the full year of termination, paid ratably over the remaining period of base salary payments; ·     any unpaid bonus amounts from prior periods; ·     any accrued but unpaid base salary and vacation days or unreimbursed expenses ·     costs of continued COBRA coverage under the Company’s group health plan on behalf of the executive and his eligible dependents (described in more detail below), until the earlier of (x) the 18-month anniversary of termination and (y) the date the executive becomes eligible to receive comparable benefits from a subsequent employer; and ·     continuation of life insurance coverage until the earlier of (x) the 18-month anniversary of termination and (y) the date the executive commences employment with a subsequent employer. “Cause” will occur when: ·     there is a final nonappealable conviction of, or pleading of no contest to, (1) a felony, or (2) a crime of moral turpitude that causes serious economic injury or serious injury to our reputation; ·     the executive engages in fraud, embezzlement, self-dealing, gross negligence, dishonesty or other gross and willful misconduct that causes serious and demonstrable injury to us; ·     the executive materially violates any of our material policies; ·     the executive willfully and continually fails to substantially perform his duties (other than for reason of physical or mental incapacity) which continues beyond 15 days after we notify him in writing of his need to substantially improve his performance; provided that a failure to achieve performance objectives will not by itself constitute cause and no act or failure to act shall be considered “willful” unless done or failed to be done by the executive in bad faith and without a reasonable belief that his actions or omission was in our best interest; ·     the executive fails to reasonably cooperate in a governmental investigation involving us; ·     the executive materially, knowingly and intentionally fails to comply with applicable laws with respect to the execution of the Company’s business operations (subject to a presumption of good faith if the executive is following advice of counsel); ·     the executive fails to follow our board of directors’ lawful instructions and does not remedy the failure for 15 days after we give him written notice; ·     the executive’s use of alcohol or drugs materially interferes with the performance of his duties; ·     the executive fails to take reasonable steps to end certain affiliations specified in his employment agreement within six months after a request by our board of directors; or ·     the executive materially breaches any material term of his employment agreement which is not remedied within 15 days of receipt of notice from the Company specifying the breach in reasonable detail. “Good reason” means: ·     the executive’s duties or responsibilities are substantially reduced, he is required to report to anyone other than our board of directors, or his title as our officer is adversely changed; however, if following a change in control, his new title and authority are similar to his old title and authority, then any change in the executive’s title will not constitute a significant reduction in his duties and authorities; ·     the executive’s base salary is reduced (other than in connection with a Company-wide decrease in pay), or his target annual bonus opportunity is reduced below 100% of his base salary; ·     the office or location where the executive is based in the metropolitan New York City area is moved more than 30 miles, and the new location is more than 30 miles from his primary residence in the metropolitan New York City area; or ·     we breach any material term of the executive’s employment agreement. If the executive plans to terminate his employment for good reason, he must notify us within 45 days following the date the executive first becomes aware of the circumstances giving rise to good reason and must allow us 30 days to remedy the problem. Change-in-Control Cash Severance.: If Mr. Kapoor’s employment is terminated by us without “cause” or by the executive for “good reason” (in each case, as described above) within 12 months following a “change ofin control” or in specific contemplation of a change in control, the executive will receive, in lieu of the cash severance described above, (1) a lump sum payment equal to 24 months of base salary and (2) his actual bonus, if any, earned for the year of termination, determined as if he had been employed for the full year of termination, paid ratably over the remaining period of base salary payments. A “change in control” (as generally defined in Mr. Kapoor’s employment agreement, the 2006 Plan and the 2015 Plan, as applicable) generally means any of the following events:   ·     any person or group becomes a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% (50% or more in the 2006 Plan) of either (1) the combined voting power of our then-outstanding voting securities entitled to vote in the election of directors or (2) our outstanding shares of common stock, assuming all rights to acquire common stock through options, warrants, conversion of convertible stock or debt, and the like are exercised; ·     a majority of the members of our board of directors changes from those in office as of the date of Mr. Kapoor’s employment agreement or the effective date of the 2006 or 2015 Plan (as applicable), except that the election of any new director whose election or nomination was approved by at least two-thirds of our incumbent directors will not be regarded towards a change in the majority for these purposes; ·     our dissolution or liquidation; ·     the sale, transfer or other disposition of all or substantially all of our business or our assets; or ·     consummation of a reorganization, recapitalization, merger, consolidation or similar transaction with another entity which requires the approval of our stockholders; however, any such transaction will not be a change in control if after the transaction: ○ more than 50% of the total voting power of the resulting entity or its ultimate parent is represented by what were our outstanding voting securities before the transaction in substantially the same proportion among holders; ○ no person or group is or becomes the beneficial owner of more than 50% (50% or more in the 2006 Plan) of the total voting power of the outstanding voting securities eligible to elect members of our board of directors of the parent or surviving company; and ○ at least a majority of the members of our board of directors of the parent or surviving company following the transaction were our board members when our board first approved the transaction. Death or Disability.: If Mr. Kapoor’s employment terminates due to his death or is terminated by either the executive or us due to his disability, he (or his estate) will be entitled to a prorated portion of his projected bonus amount for the year of termination.   Noncompetition and Nonsolicitation Provisions.: Mr. Kapoor is subject to confidentiality and nondisparagement restrictions at all times, as well as noncompetition and nonsolicitation restrictions during his employment and for one year thereafter.   Annual Equity Awards.Awards: If Mr. Kapoor’s employment is terminated withby us without cause or by Mr. Kapoor for good reason, or without cause, Mr. Kapoor shallwill be treated as if he werewas still employed by the Company for a period of two years following the termination date. On a “change in control” (as defined in the 2006 Plan, 2015 Plan, or 20152018 Plan, as applicable), or on death, Mr. Kapoor’s outstanding annual equity awards will vest as described below: EXLSERVICE.COM  ∕   71        ·● Time-Vested RSUs: If a change in control occurs prior to the end of the performancefour-year vesting period, Mr. Kapoor’s Time-Vested RSUs will be advanced by one year. In addition, all of Mr. Kapoor’s outstanding Time-Vested RSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause in specific contemplation of or within 12 months following a change in control or, he voluntarily terminates his employment for good reason.reason within 12 months following a change in control. If Mr. Kapoor dies before the end of the four-year vesting period, all of Mr. Kapoor’s outstanding Time-Vested RSUs will become fully vested.   ·● Revenue-Linked PRSUs: If a change in control occurs prior to the end of the performance period, 100% of target of Mr. Kapoor’s Revenue-Linked PRSUs will be deemed earned, will be subject to a three yearthree-year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Kapoor’s outstanding Revenue-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control,(i) he is terminated without cause in specific contemplation of or within 12 months following a change in control,control; (ii) he voluntarily terminates his employment for good reason.reason within 12 months following a change in control; or (iii) he dies following a change in control. If Mr. Kapoor dies prior to the end of the performance period and no change in control has occurred, Mr. Kapoor will become vested in a portion of the outstanding Revenue-Linked PRSUs equal to (x) the number of completed full months during the three-year performance period up to the date of Mr. Kapoor’s death divided by (y) 36 multiplied by (z) 100% of Mr. Kapoor’s Revenue-Linked PRSUs.   ·● Relative TSR-Linked PRSUs: If a change in control occurs on or prior to the first anniversary of the grant date, 100% of target of Mr. Kapoor’s Relative TSR-Linked PRSUs will be deemed earned. If a change in control occurs after the first anniversary of the grant date, the performance period will be deemed to end on the date of the change in control and the Compensation Committee shallwill determine the number of earned Relative TSR-Linked PRSUs based on the TSR of the Company and the peer group as of such date. In either scenario, the Relative TSR-Linked PRSUs that are deemed earned will be subject to a three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Kapoor’s outstanding Revenue-LinkedRelative TSR-Linked PRSUs will become fully vested if, within 12 months following or in specific contemplation of a change in control, he is terminated without cause or, within 12 months following a change in control, he (i) voluntarily terminates his employment for good reason. Furthermore, allreason or (ii) dies. If Mr. Kapoor dies prior to the end of the performance period and no change in control has occurred, Mr. Kapoor will become vested in a portion of the outstanding Relative TSR-Linked PRSUs equal to (x) the number of completed full months during the 3 year performance period up to the date of Mr. Kapoor’s outstanding, earneddeath divided by (y) 36 multiplied by (z) 100% of Mr. Kapoor’s Relative TSR-Linked PRSUs will become fully vested if, at any time following a change in control, he is terminated without cause or he voluntarily terminates his employment for good reason.PRSUs.   Stock Price Performance Award. Mr. Kapoor will vest in a portion of his Stock Price Performance Award representing his service from January 1, 2015 through his termination date plus an additional year (the “Enhanced Pro-Rata Portion”) if his employment terminates prior to a change in control due to his death or disability. If, prior to a change in control, Mr. Kapoor is terminated by the Company without cause or he voluntarily terminates his employment with good reason, a portion of the PRSUs will be considered earned based on the Company’s average stock price during the 60 days prior to Mr. Kapoor’s termination date (the “Earned PRSUs”). An Enhanced Pro-Rata Portion of any such Earned PRSUs will vest immediately upon Mr. Kapoor’s termination date. If a change in control occurs prior to the end of the performance period, a portion of the PRSUs outstanding as of the date of the change of control will be deemed earned and convert to Time-Vested RSUs (“CIC PRSUs”), based on the Company’s average stock price on the date of the change in control, that cliff-vest on December 31, 2017, contingent upon Mr. Kapoor’s continued employment through that date. One hundred percent of all PRSUs granted to Mr. Kapoor pursuant to the Stock Price Performance Award will become fully vested if (i) within 12 months following or in specific contemplation of a change in control, he is terminated without cause; (ii) within 12 months following a change in control, he voluntarily terminates his employment for good reason or (iii) there is a failure to substitute, assume, exchange or otherwise continue the PRSUs by an acquirer. In addition, following the 12-month period described above, an Enhanced Pro-Rata Portion of any earned CIC PRSUs will vest immediately upon Mr. Kapoor’s termination of employment at any time after a change in control due to his termination without cause, death or disability, or resignation for good reason. Release of Claims.: Mr. Kapoor’s severance payments and termination-related equity acceleration are subject to his execution of a release of claims against us, his not having committed a material breach of the restrictive covenants that has remained uncured for 15 days after we have given him notice of such breach and his resignation from the board of directors and all committees thereof, if requested by the Company.   Code Section 280G.: Mr. Kapoor’s employment agreement also contains a “modified cut-back” provision such that any payments that constitute “excess parachute payments” under Section 280G of the Code will be reduced to an amount that does not trigger the applicable excise taxes, to the extent such reduced amount is larger than the amount Mr. Kapoor would have received on a present-value net-after-tax basis (including excise taxes) absent such a reduction.   In quantifying potential payments for purposes of this disclosure, we have quantified our equity-based payments by using the closing price of our stock on December 31, 2015, which was $44.93. EXLSERVICE.COM  ∕   72        Indicative Payouts for Rohit Kapoor   Payments upon Termination Death Prior to a Change in Control ($) Death After a Change in Control ($) Disability ($) Termination for Good Reason or Without Cause ($) Change in Control ($) Termination Without Cause or for Good Reason Following Change in Control or Termination Without Cause in Specific Contemplation of Change in Control ($) Base salary payout — — — 1,440,000 — 1,440,000 Bonus payout 1,304,453 1,304,453 1,304,453 1,304,453 — 1,304,453 Life insurance — — — 4,149 — 4,149 Health insurance — — — 36,676 — 36,676 Restricted stock units 5,329,944 5,329,944 — 3,804,810 2,227,999 5,329,944 Performance restricted stock units 2,058,797 3,571,216 — 4,092,236(1) 2,901,921 3,571,216 The following table summarizes the amounts payable to Mr. Kapoor upon a change in control or termination of his employment with us on December 31, 2015: Payments upon Termination   Death ($)   Disability ($)   Expiration of the Employment Terms ($)   Termination for Good Reason or Without Cause ($)   Change in Control ($)   Termination Without Cause or for Good Reason Following Change in Control ($)   Termination Due to Death or Disability Following Change in Control ($)   Termination Without Cause in Specific Contemplation of Change in Control ($) Base salary payout   —   —   —   1,200,000   —   1,200,000   —   1,200,000 Bonus payout   621,129   621,129   —   621,129   —   —   —   — Life insurance   —   —   5,414   5,414   5,414   5,414   —   5,414 Health insurance   19,569   19,569   19,569   19,569   —   19,569   —   19,569 Stock options (unvested and accelerated)   —   —   —   491,400   491,400   491,400   —   491,400 Restricted stock units (unvested and accelerated)   —   —   —   3,929,488   2,190,472   5,193,144   —   5,193,144 Performance restricted stock units (unvested and accelerated)   —   —   —   3,369,750(1)   3,650,652   4,212,188   —   4,212,188 Performance restricted stock units (unvested and accelerated Stock Price Performance Award)   2,992,608   2,992,608   —   4,515,240   —(2)   4,898,269   4,898,269   4,898,269 (1) (1) As described above, upon his termination for good reason or without cause, Mr. Kapoor is treated as having continued his employment for two additional years for purposes of his annual equity awards. The information in this table was calculated assuming target performance over the additional two year-period, however, the actual payment would depend upon the Company’s actual performance following Mr. Kapoor’s termination. (2) Mr. Kapoor’s Stock Price Performance Award becomes immediately vested upon a change in control if the Compensation Committee has not made a provision for the substitution, assumption, exchange or other continuation of the award in connection with the change in control. Vishal Chhibbar Either Mr. Chhibbar or we may terminate Mr. Chhibbar’s employment at any time (though Mr. Chhibbar must give us three months’ advance notice upon a termination without good reason). If Mr. Chhibbar’s employment with the Company is terminated by the Company without “cause” or by Mr. Chhibbar for “good reason,” as summarized below, Mr. Chhibbar will receive a cash severance payment equal to one times his total annual fixed compensation then in effect, paid in installments over a 12-month period. On a “change in control” (as defined in the 2006 Plan or 2015 Plan, as applicable), Mr. Chhibbar’s outstanding equity awards will vest as described below: · Time-Vested RSUs: If a change in control occurs prior to the end of the performance period, Mr. Chhibbar’s Time-Vested RSUs will be advanced by one year. In addition, all of Mr. Chhibbar’s outstanding Time-Vested RSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he voluntarily terminates his employment for good reason. · Revenue-Linked PRSUs: If a change in control occurs prior to the end of the performance period, 100% of Mr. Chhibbar’s Revenue-Linked PRSUs will be deemed earned, will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Chhibbar’s outstanding Revenue-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he voluntarily terminates his employment for good reason. · Relative TSR-Linked PRSUs: If a change in control occurs on or prior to the first anniversary of the grant date, 100% of Mr. Chhibbar’s Relative TSR-Linked PRSUs will be deemed earned. If a change in control occurs after the first anniversary of the grant date, the performance period will be deemed to end on the date of the change in control and the Compensation Committee shall determine the number of earned Relative TSR-Linked PRSUs based on the TSR of the Company and the peer group as of such date. In either scenario, the Relative TSR-Linked PRSUs that are deemed earned will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Chhibbar’s outstanding, earned TSR-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he voluntarily terminates his employment for good reason. Mr. Chhibbar’s severance payments and termination-related equity acceleration are subject to his execution of a release of claims against us. Mr. Chhibbar is subject to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and nonsolicitation restrictions during his employment and for one year thereafter. The definitions of “cause” and “good reason” described below apply to Messrs. Chhibbar, Bagai, Miglani and Schweppe unless stated otherwise. “Cause” will occur when:   ·     there is a final nonappealable conviction of, or pleading of no contest to, (1) a crime of moral turpitude which causes serious economic injury or serious injury to our reputation or (2) a felony; ·     the executive engages in fraud, embezzlement, gross negligence, self-dealing, dishonesty or other gross and willful misconduct which causes serious and demonstrable injury to us; ·     the executive materially violates any of our material policies; ·     the executive willfully and continually fails to substantially perform his duties (other than for reason of physical or mental incapacity) which continues beyond 15 days after we notify him in writing of his need to substantially improve his performance; provided that a failure to achieve performance objectives will not by itself constitute cause and no act or failure to act shall be considered “willful” unless done or failed to be done by the executive in bad faith and without a reasonable belief that his actions or omission was in our best interest; ·     the executive fails to reasonably cooperate in a governmental investigation involving us; ·     the executive materially, knowingly and intentionally fails to comply with applicable laws with respect to the execution of the Company’s business operations (subject to a presumption of good faith if the executive is following advice of counsel); ·     the executive fails to follow his supervisor’s (or, for Messrs. Chhibbar and Bagai, our board of directors’) lawful instructions and does not remedy the failure for 15 days after we give him written notice; or ·     the executive’s use of alcohol or drugs materially interferes with the performance of his duties. “Good reason” means, without the executive’s prior written consent: ·     the executive’s duties or responsibilities are substantially reduced, or he is required to report to anyone other than our board of directors, or our CEO; ·     the executive’s title as our officer is adversely changed; however, if following a change in control (as defined in the 2015 Plan), his new title and authority are similar to his old title and authority, then any change in the executive’s title will not constitute a significant reduction in his duties and authorities; ·     for Messrs. Chhibbar and Bagai only, the executive’s base salary or annual cash bonus opportunity is reduced, other than in connection with a proportionate reduction impacting all members of our executive committee; ·     for Messrs. Miglani and Schweppe only, there is a change in the office or location where the executive is based of more than 50 miles and such new office or location is more than 50 miles from the executive’s primary residence; or ·     we breach any material term of the executive’s employment agreement or severance agreement. If the executive plans to terminate his employment for good reason, he must notify us within 30 days following the date the executive first becomes aware of the circumstances giving rise to good reason and must allow us 30 days to remedy the problem (15 days for Mr. Chhibbar). In quantifying potential payments for purposes of this disclosure, we have quantified our equity-based payments by using the closing price of our stock on December 31, 2015, which was $44.93. Indicative Payouts of Vishal Chhibbar The following table summarizes the amounts payable to Mr. Chhibbar upon a change in control or termination of his employment with us on December 31, 2015: Payments upon Termination   Death ($)   Disability ($)   Expiration of the Employment Terms ($)   Termination for Good Reason or Without Cause ($)   Change in Control ($)   Termination Without Cause Following Change in Control ($)   Termination for Good Reason Following Change in Control ($)   Termination Without Cause in Specific Contemplation of Change in Control ($) Base salary payout   —   —   —   294,785   —   294,785   294,785   294,785 Bonus payout   —   —   —   —   —   —   —   — Life insurance   —   —   —   —   —   —   —   — Health insurance   —   —   —   —   —   —   —   — Stock options (unvested and accelerated)   —   —   —   —   89,107   89,107   89,107   89,107 Restricted stock units (unvested and accelerated)   —   —   —   —   364,921   1,120,914   1,120,914   1,120,914 Performance restricted stock units (unvested and accelerated)   —   —   —   —   696,415   808,740   808,740   808,740 Government-required payouts(1)   44,643   44,643   —   44,643   —   44,643   44,643   44,643 (1) Represents distributions under the Gratuity Plan, which is due to Mr. Chhibbar because he has earned over five years of credited service. Please refer to page 40 of the Compensation Discussion and Analysis for a summary of the material terms of Mr. Chhibbar’s revised employment agreement effective January 1, 2016. Pavan Bagai Either Mr. Bagai or we may terminate Mr. Bagai’s employment at any time with one month’sthree months’ notice (or pay one month’sthree months’ salary in lieu of notice). If Mr. Bagai is terminated by us without “cause” (other than due to disability) at any time following a change in control or in specific contemplation of a change in control, or if Mr. Bagai resigns for “good reason” following a “change in control” (as defined in the 2015 Plan), Mr. Bagai will receive a cash severance payment equal to twelve months’ of his then-current annual fixed compensation, payable in twelve equal monthly installments.   On a “change in control” (as defined in the 2006 Plan, 2015 Plan, or 20152018 Plan, as applicable), or death, Mr. Bagai’s outstanding equity awards will vest as described below:   ·● Time-Vested RSUs:RSUs: If a change in control occurs prior to the end of the performancefour-year vesting period, Mr. Bagai’s Time-Vested RSUs will be advanced by one year. In addition, all of Mr. Bagai’s outstanding Time-Vested RSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he voluntarily terminates his employment for good reason. If Mr. Bagai dies before the end of the four-year vesting period, all of Mr. Bagai’s outstanding Time-Vested RSUs will become fully vested.   ·● Revenue-Linked PRSUs:PRSUs: If a change in control occurs prior to the end of the performance period, 100% of Mr. Bagai’s Revenue-Linked PRSUs will be deemed earned, will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Bagai’s outstanding Revenue-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he voluntarily(i) terminates his employment for good reason.reason or, (ii) dies. If Mr. Bagai dies prior to the end of the performance period and no change in control has occurred, Mr. Bagai will become vested in a portion of the outstanding Revenue-Linked PRSUs equal to (x) the   ·EXLSERVICE.COM  ∕   73      number of completed full months during the 3 year performance period up to the date of Mr. Bagai’s death divided by (y) 36 multiplied by (z) 100% of Mr. Bagai’s Revenue-Linked PRSUs. ● Relative TSR-Linked PRSUs:PRSUs: If a change in control occurs on or prior to the first anniversary of the grant date, 100% of Mr. Bagai’s Relative TSR-Linked PRSUs will be deemed earned. If a change in control occurs after the first anniversary of the grant date, the performance period will be deemed to end on the date of the change in control and the Compensation Committee shallwill determine the number of earned Relative TSR-Linked PRSUs based on the TSR of the Company and the peer group as of such date. In either scenario, the Relative TSR-Linked PRSUs that are deemed earned will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Bagai’s outstanding, earned TSR-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he (i) voluntarily terminates his employment for good reason.reason or, (ii) dies. If Mr. Bagai dies prior to the end of the performance period and no change in control has occurred, Mr. Bagai will become vested in a portion of the outstanding Relative TSR-Linked PRSUs equal to (x) the number of completed full months during the 3 year performance period up to the date of Mr. Bagai’s death divided by (y) 36 multiplied by (z) 100% of Mr. Bagai’s Relative TSR-Linked PRSUs.   Mr. Bagai’s severance payments and termination-related equity acceleration are subject to his execution of a waiver and release of claims against us. Mr. Bagai is subject to confidentiality restrictions at all times, as well as noncompetition and nonsolicitation restrictions for two years following termination of his employment.   In quantifying potential payments for purposes of this disclosure, we have quantified our equity-based payments by using the closing price of our stock on December 31, 2015, which was $44.93. Indicative Payouts for Pavan Bagai   Payments upon Termination Death Prior to a Change in Control ($) Death After a Change in Control ($) Disability ($)   Termination for Good Reason or Without Cause ($) Change in Control ($) Termination Without Cause or for Good Reason Following Change in Control or Termination Without Cause in Specific Contemplation of Change in Control ($) Base salary payout — — — 364,248 — 364,248 Restricted stock units 1,927,515 1,927,515 —   — 790,542 1,927,515 Performance restricted stock units 743,800 1,311,058 —   — 1,058,133 1,311,058 Government-required payouts(1) 104,196 104,196 104,196   104,196 — 104,196 The following table summarizes(1) Represents distributions under the amounts payableGratuity Plan, which is due to Mr. Bagai upon a change in control or termination of his employment with us on December 31, 2015: Payments upon Termination   Death ($)   Disability ($)   Expiration of the Employment Terms ($)   Termination for Good Reason or Without Cause ($)   Change in Control ($)   Termination Without Cause Following Change in Control ($)   Termination for Good Reason Following Change in Control ($)   Termination Without Cause in Specific Contemplation of Change in Control ($)   Base salary payout   —   —   —   321,995   —   321,995   321,995   321,995   Bonus payout   —   —   —   —   —   —   —   —   Life insurance coverage   —   —   —   —   —   —   —   —   Health insurance   —   —   —   —   —   —   —   —   Stock options (unvested and accelerated)   —   —   —   —   262,080   262,080   262,080   262,080   Restricted stock units (unvested and accelerated)   —   —   —   —   741,884   2,049,437   2,049,437   2,049,437   Performance restricted stock units (unvested and accelerated)   —   —   —   —   1,149,444   1,336,668   1,336,668   1,336,668   Government-required payouts(1)   70,437   70,437   —   70,437   —   70,437   70,437   70,437   (1) Represents distributions under the Gratuity Plan, which is due to Mr. Bagai because he has earned over five years of credited service. EXLSERVICE.COM  ∕   74        Nalin Miglani Either Mr. Miglani or we may terminate Mr. Miglani’s employment at any time (though we must give Mr. Miglani 30 days’ notice if the termination is without “cause” and Mr. Miglani must give us 90 days’ advance notice upon any resignation). If Mr. Miglani’s employment with the Company is terminated by the Company without “cause” (other than due to death or disability) or by Mr. Miglani for “good reason” (both “cause” and “good reason” as defined above), Mr. Miglani will receive a cash severance payment equal to 12 months base salary, with 25% payable as a lump sum payment and the remaining 75% payable in accordance with the Company’s regular payroll practices.   On a “change in control” (as defined in the 2006 Plan, 2015 Plan, or 20152018 Plan, as applicable), or death, Mr. Miglani’s outstanding equity awards will vest in the same manner as described below:for Mr. Bagai’s outstanding equity awards beginning on page 73. · Time-Vested RSUs: If a change in control occurs prior to the end of the performance period, Mr. Miglani’s Time-Vested RSUs will be advanced by one year. In addition, all of Mr. Miglani’s outstanding Time-Vested RSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he voluntarily terminates his employment for good reason. · Revenue-Linked PRSUs: If a change in control occurs prior to the end of the performance period, 100% of Mr. Miglani’s Revenue-Linked PRSUs will be deemed earned, will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Miglani’s outstanding Revenue-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he voluntarily terminates his employment for good reason. · Relative TSR-Linked PRSUs: If a change in control occurs on or prior to the first anniversary of the grant date, 100% of Mr. Miglani’s Relative TSR-Linked PRSUs will be deemed earned. If a change in control occurs after the first anniversary of the grant date, the performance period will be deemed to end on the date of the change in control and the Compensation Committee shall determine the number of earned Relative TSR-Linked PRSUs based on the TSR of the Company and the peer group as of such date. In either scenario, the Relative TSR-Linked PRSUs that are deemed earned will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Miglani’s outstanding, earned Revenue-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he voluntarily terminates his employment for good reason.   Mr. Miglani’s severance payments and termination-related equity acceleration are subject to his execution of a release of claims against us. Mr. Miglani is subject to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and nonsolicitation restrictions during his employment and for one year thereafter.   In quantifying potential payments for purposes of this disclosure, we have quantified our equity-based payments by using the closing price of our stock on December 31, 2015, which was $44.93. Indicative Payouts for Nalin Miglani   Payments upon Termination Death Prior to a Change in Control   ($)   Death After a Change in Control   ($)   Termination for Good Reason or Without Cause   ($)   Change in Control   ($)   Termination Without Cause or for Good Reason Following Change in Control or Termination Without Cause in Specific Contemplation of Change in Control   ($)   Base salary payout — — 450,000 — 450,000 Restricted stock units 1,115,389 1,115,389 — 446,888 1,115,389 Performance restricted stock units 439,798 762,844 — 619,887 762,844 The following table summarizes the amounts payable Vikas Bhalla Either Mr. Bhalla or we may terminate Mr. Bhalla’s employment at any time with three months’ notice (or pay three months’ salary in lieu of notice). If Mr. Bhalla is terminated by us without “cause” (other than due to Mr. Miglani upondisability) at any time following a change in control or terminationin specific contemplation of her employment with us on December 31, 2015: Payments upon Termination   Death ($)   Disability ($)   Expiration of the Employment Terms ($)   Termination Without Cause ($)   Change in Control ($)   Termination Without Cause Following Change in Control ($)   Termination for Good Reason Following Change in Control ($)   Termination Without Cause in Specific Contemplation of Change in Control ($)   Base salary payout   —   —   —   400,000   —   400,000   400,000   —   Bonus payout   —   —   —   —   —   —   —   —   Life insurance coverage   —   —   —   —   —   —   —   —   Health insurance   —   —   —   —   —   —   —   —   Stock options (unvested and accelerated)   —   —   —   —   —   —   —   —   Payments upon Termination   Death ($)   Disability ($)   Expiration of the Employment Terms ($)   Termination Without Cause ($)   Change in Control ($)   Termination Without Cause Following Change in Control ($)   Termination for Good Reason Following Change in Control ($)   Termination Without Cause in Specific Contemplation of Change in Control ($)   Restricted stock units (unvested and accelerated)   —   —   —   —   206,678   1,078,320   1,078,320   1,078,320   Performance restricted stock units (unvested and accelerated)   —   —   —   —   179,720   269,580   269,580   269,580   Henry Schweppea change in control, or if Mr. Bhalla resigns for “good reason” after at least six months following a “change in control” (as defined in the 2015 Plan), Mr. Bhalla will receive a cash severance payment equal to twelve months’ of his then-current annual fixed compensation, payable in twelve equal monthly installments.   TheOn a “change in control” (as defined in the 2006 Plan, 2015 Plan, or 2018 Plan, as applicable) or death, Mr. Bhalla’s outstanding equity awards will vest in the same manner as described for Mr. Bagai’s outstanding equity awards beginning on page 73. Mr. Bhalla’s severance payments and termination-related equity acceleration are subject to his execution of a waiver and release of claims against us. Mr. Bhalla is subject to confidentiality restrictions at all times, as well as noncompetition and nonsolicitation restrictions for two years following section describestermination of his employment. EXLSERVICE.COM  ∕   75      Indicative Payouts for Vikas Bhalla Payments upon Termination Death Prior to a Change in Control  ($)  Death After a Change in Control  ($) Termination for Good Reason or Without Cause ($) Change in Control ($) Termination Without Cause or for Good Reason Following Change in Control or Termination Without Cause in Specific Contemplation of Change in Control ($) Base salary payout — — 308,210 — 308,210 Restricted stock units 1,123,168 1,123,168 — 441,592 1,123,168 Performance restricted stock units 466,308 821,121 — 663,000 821,121 Government-required payouts(1) 98,538 98,538 98,538   98,538 (1) Represents distributions under the Gratuity Plan, which is due to Mr. Schweppe’sBhalla because he has earned over five years of credited service. Samuel Meckey Either Mr. Meckey or we may terminate Mr. Meckey’s employment agreement in effect while he was employed.Ifat any time (though we must give Mr. Schweppe’sMeckey 30 days’ notice if the termination is without “cause” and Mr. Meckey must give us 60 days’ advance notice upon any resignation). If Mr. Meckey’s employment with the Company wasis terminated by the Company without “cause” (other than due to death or disability) or by Mr. SchweppeMeckey for “good reason” (both “cause” and “good reason” as defined above), Mr. SchweppeMeckey will receive a cash severance payment equal to 12 months base salary, with 25% payable as a lump sum payment and the remaining 75% payable in accordance with the Company’s regular payroll practices.   On a “change in control” (as defined in the 2006 Plan2018 Plan) or 2015 Plan, as applicable),death, Mr. Schweppe’sMeckey’s outstanding equity awards would have vestedwill vest in the same manner as described below:for Mr. Bagai’s outstanding equity awards on page 73. · Time-Vested RSUs: If a change in control occurs prior to the end of the performance period, Mr. Schweppe’s Time-Vested RSUs will be advanced by one year. In addition, all of Mr. Schweppe’s outstanding Time-Vested RSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he voluntarily terminates his employment for good reason. · Revenue-Linked PRSUs: If a change in control occurs prior to the end of the performance period, 100% of Mr. Schweppe’s Revenue-Linked PRSUs will be deemed earned, will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Schweppe’s outstanding Revenue-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he voluntarily terminates his employment for good reason. · Relative TSR-Linked PRSUs: If a change in control occurs on or prior to the first anniversary of the grant date, 100% of Mr. Schweppe’s Relative TSR-Linked PRSUs will be deemed earned. If a change in control occurs after the first anniversary of the grant date, the performance period will be deemed to end on the date of the change in control and the Compensation Committee shall determine the number of earned Relative TSR-Linked PRSUs based on the TSR of the Company and the peer group as of such date. In either scenario, the Relative TSR-Linked PRSUs that are deemed earned will be subject to a new three year installment vesting schedule and will be advanced by one year under such schedule. In addition, all of Mr. Schweppe’s outstanding, earned TSR-Linked PRSUs will become fully vested if, following or in specific contemplation of a change in control, he is terminated without cause or, following a change in control, he voluntarily terminates his employment for good reason.   Mr. Schweppe’sMeckey’s severance payments and termination-related equity acceleration wereare subject to his execution of a release of claims against us. Mr. SchweppeMeckey is subject to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and nonsolicitation restrictions during his employment and for one year thereafter.   In quantifying potential payments for purposes of this disclosure, we have quantified our equity-based payments by using the closing price of our stock on December 31, 2015, which was $44.93. EXLSERVICE.COM  ∕   76        Indicative Payouts for Henry SchweppeSamuel Meckey Payments upon Termination Death Prior to a Change in Control  ($)    Death After a Change in Control  ($)  Termination for Good Reason or Without Cause ($) Change in Control ($) Termination Without Cause or for Good Reason Following Change in Control or Termination Without Cause in Specific Contemplation of Change in Control ($) Base salary payout — — 425,000 — 425,000 Restricted stock units 816,155 816,155 — 240,957 816,155 Performance restricted stock units 124,321 373,000 — 248,679 373,000 Certain Defined Terms   Definition of Cause The following definition of “cause” applies to Messrs. Kapoor, Chhibbar, Bagai, Miglani, Bhalla and Meckey unless stated otherwise. “Cause” will occur if: (i) there is a final nonappealable conviction of, or pleading of no contest to, (1) a crime of moral turpitude which causes serious economic injury or serious injury to our reputation or (2) a felony; (ii) the executive engages in fraud, embezzlement, gross negligence, self-dealing, dishonesty or other gross and willful misconduct which causes serious and demonstrable injury to us; (iii) the executive materially violates any of our material policies (for Mr. Schweppe’s employmentKapoor, which is not remedied within 15 days of receipt of notice from the Company specifying the breach in reasonable detail); (iv) the executive willfully and continually fails to substantially perform his duties (other than for reason of physical or mental incapacity) which continues beyond 15 days after we notify him in writing of his need to substantially improve his performance; provided that a failure to achieve performance objectives will not by itself constitute cause and no act or failure to act shall be considered “willful” unless done or failed to be done by the executive in bad faith and without a reasonable belief that his actions or omission was in our best interest; (v) the executive fails to reasonably cooperate in a governmental investigation involving us; (vi) the executive materially, knowingly and intentionally fails to comply with applicable laws with respect to the execution of the Company’s business operations (subject to a presumption of good faith if the executive is following advice of counsel); (vii) the executive fails to follow his supervisor’s (or, for Messrs. Kapoor and Bagai our board of directors’) lawful instructions and does not remedy the failure for 15 days after we give him written notice; (viii) the executive’s use of alcohol or drugs materially interferes with the performance of his duties; (ix) for Mr. Kapoor only, he fails to take reasonable steps to end certain affiliations specified in his employment agreement within six months after a request by our board of directors; or (x) for Mr. Kapoor only, he materially breaches any material term of his employment agreement which is not remedied within 15 days of receipt of notice from the Company terminatedspecifying the breach in reasonable detail. Definition of Good Reason For Mr. Kapoor, “good reason” generally means: (i) his duties or responsibilities are substantially reduced, he is required to report to anyone other than our board of directors, or his title as our officer is adversely changed; however, if following a change in control, his new title and authority are similar to his old title and authority, then any change in EXLSERVICE.COM  ∕   77      the executive’s title will not constitute a significant reduction in his duties and authorities, it being understood that “good reason” shall be deemed to exist if Mr. Kapoor is no longer the chief executive officer of the Company or any entity that acquires the Company; (ii) his base salary is reduced, or his target annual bonus opportunity is reduced below 100% of his base salary; (iii) the office or location where he is based in the metropolitan New York City area is moved more than 30 miles, and the new location is more than 30 miles from his primary residence in the metropolitan New York City area; or (iv) we breach any material term of his employment agreement. If Mr. Kapoor plans to terminate his employment for good reason, he must notify us within 45 days following the date the executive first becomes aware of the circumstances giving rise to good reason and must allow us 30 days to remedy the problem. The following definition of “good reason” applies to Messrs. Chhibbar, Bagai, Miglani, Bhalla and Meckey unless stated otherwise. “Good reason” means, without the executive’s prior written consent: (i) the executive’s duties or responsibilities are substantially reduced, or he is required to report to anyone other than our board of directors, or our CEO; (ii) the executive’s title as our officer is adversely changed; however, if following a change in control (as defined in the 2015 Plan and 2018 Plan, as applicable), his new title and authority are similar to his old title and authority, then any change in the executive’s title will not constitute a significant reduction in his duties and authorities; (iii) for Mr. Bagai only, the executive’s base salary or annual cash bonus opportunity is reduced, other than in connection with a proportionate reduction impacting all members of our executive committee; (iv) for Messrs. Chhibbar, Miglani and Meckey only, there is a change in the office or location where the executive is based of more than 50 miles and such new office or location is more than 50 miles from the executive’s primary residence; or (v) we breach any material term of the executive’s employment agreement or severance agreement. If the executive plans to terminate his employment for good reason, he must notify us within 30 days following the date the executive first becomes aware of the circumstances giving rise to good reason and must allow us 30 days to remedy the problem. Definition of Change in Control A “change in control” (as generally defined in Mr. Kapoor’s employment agreement, the 2006 Plan the 2015 Plan, and the 2018 Plan, as applicable) generally means any of the following events: (i) any person or group becomes a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% (50% or more in the 2006 Plan) of either (1) the combined voting power of our then-outstanding voting securities entitled to vote in the election of directors or (2) our outstanding shares of common stock, assuming all rights to acquire common stock through options, warrants, conversion of convertible stock or debt, and the like are exercised; (ii) a majority of the members of our board of directors changes from those in office as of the date of Mr. Kapoor’s employment agreement or the effective date of the 2006 Plan, 2015 Plan or 2018 Plan (as applicable), except that the election of any new director whose election or nomination was approved by at least two-thirds of our incumbent directors will not be regarded towards a change in the majority for these purposes; (iii) our dissolution or liquidation; (iv) the sale, transfer or other disposition of all or substantially all of our business or our assets; or (v) consummation of a reorganization, recapitalization, merger, consolidation or similar transaction with another entity which requires the approval of our stockholders; however, any such transaction will not be a change in control if after the transaction (1) more than 50% of the total voting power of the resulting entity or its ultimate parent is represented by what were our outstanding voting securities before the transaction in substantially the same proportion among holders; (2) no person or group is or becomes the beneficial owner of more than 50% (50% or more in the 2006 Plan) of the total voting power of the outstanding voting securities eligible to elect members of our board of directors of the parent or surviving company; and (3) at least a majority of the members of our board of directors of the parent or surviving company following the transaction were our board members when our board first approved the transaction. EXLSERVICE.COM  ∕   78      CEO Pay Ratio In accordance with SEC rules and the Dodd-Frank Wall Street Reform and Consumer Protection Act, presented below is an estimate of the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation (our “Pay Ratio”). Due to the size and complexity of our organization, which as of March 18, 2016. However, pursuant to SEC rules we are disclosing certain additional information related to a hypothetical termination31, 2020 was made up of over 32,700 professionals throughout the world, with delivery centers in over 10 countries, our Pay Ratio is based on reasonable assumptions and estimates described below. We calculated our Pay Ratio by looking at our entire employee population (excluding our CEO) as of December 31, 2015. Accordingly,2019, but excluding leased employees and independent contractors. We then calculated each employee’s “total pay” using the following table summarizes the amounts payable to Mr. Schweppe upon a change in control or terminationsum of his employment with us on December 31, 2015:or her fixed pay / base salary and variable pay (including any performance bonus, sales commission, and retention or signing bonus). We also annualized total pay for all full-time and part-time employees that were employed for less than the full fiscal year 2019.   Payments upon Termination   Death ($)   Disability ($)   Expiration of the Employment Terms ($)   Termination for Good Reason or Without Cause ($)   Change in Control ($)   Termination Without Cause Following Change in Control ($)   Termination for Good Reason Following Change in Control ($)   Termination Without Cause in Specific Contemplation of Change in Control ($)   Base salary payout   —   —   —   450,000   —   450,000   450,000   —   Bonus payout   —   —   —   —   —   —   —   —   Life insurance coverage   —   —   —   —   —   —   —   —   Health insurance   —   —   —   —   —   —   —   —   Stock options (unvested and accelerated)   —   —   —   —   —   —   —   —   Restricted stock units (unvested and accelerated)   —   —   —   —   214,945   1,152,589   1,152,589   1,152,589   Performance restricted stock units (unvested and accelerated)   —   —   —   —   224,650   336,975   336,975   336,975   For all employees located in jurisdictions other than the United States, a cost-of-living adjustment was made to align their compensation with the cost-of-living standards in the United States, the jurisdiction in which our CEO resides. Finally, we identified the median employee and calculated his or her annual total compensation and the CEO’s annual total compensation in the manner required by Item 402(u) of Regulation S-K, to determine the pay ratio shown in the table below. Pay Ratio – All Employees (with COLA)(1) Chief Executive Officer’s Annual Total Compensation $6,195,217 Median Employee’s Annual Total Compensation $10,342 Ratio of Chief Executive Officer’s Annual Total Compensation to Median Employee’s Annual Total Compensation 599:1 (1) 2019 Mercer Combined Index. Our median employee, identified without performing a cost-of-living adjustment, is based in India and had an annual total compensation of $6,676, resulting in a pay ratio of 928:1. Approximately 93% of our employees are located outside of the United States, primarily in India and the Philippines. As is common with many global companies, our compensation programs are market based, and as such they may differ for employees based on the country where an employee works. Accordingly, we believe that it is important to show our pay-ratio calculated in a similar manner as described above using the median U.S.-based employee to provide a commensurable view of our pay practices. Pay Ratio – United States Employees Chief Executive Officer’s Annual Total Compensation $6,195,217 Median Employee’s Annual Total Compensation $76,414 Ratio of Chief Executive Officer’s Annual Total Compensation to Median Employee’s Annual Total Compensation 81:1 EXLSERVICE.COM  ∕   79        Director Compensation for Fiscal Year 20152019   The following table sets forth information for compensation earned in fiscal year 20152019 by our non-executive directors who served during fiscal year 2015:2019:   Name(1)   Fees Earned or Paid in Cash ($)   Stock Awards ($)(2)(3)   Option Awards ($)   All Other Compensation ($)(5)   Total ($)   Fees Earned or Paid in Cash ($) Stock Awards ($)(2)(3) All Other Compensation ($)(4) Total ($) David Kelso   80,000   99,998   —   —   179,998   92,500 110,000 — 202,500 Deborah Kerr   72,500   146,309   —   —   218,809   80,000 110,000 — 190,000 Clyde Ostler   82,500   99,998   —   —   182,498   Anne Minto   77,500   127,108   —   25,077(6)   229,685   90,000 110,000 28,765 228,765 Som Mittal   70,000   99,998   —   —   169,998   80,000 110,000 23,887 213,887 Mohanbir Sawhney(4)   72,500   99,998   —   —   172,498   Clyde Ostler 95,000 110,000 — 205,000 Vikram Pandit 72,500 110,000 — 182,500 Nitin Sahney 82,500 110,000 — 192,500 Garen Staglin   120,000   206,771   —   39,500(5)   366,271   130,000 210,000 52,116 392,116 Jaynie Studenmund 82,500 110,000 — 192,500 (1) Mr. Kapoor’s compensation during 2019 was based solely on his role as CEO, as disclosed in the “Summary Compensation Table for Fiscal Year 2019” beginning on page 62 and discussed in “Compensation Discussion and Analysis” beginning on page 62. He does not receive any additional compensation for his services as a director.   (1) Mr. Kapoor’s compensation during 2015 was based solely on his role as CEO, as disclosed in the “Summary Compensation Table for Fiscal Year 2015” beginning on page 42 and discussed in “Compensation Discussion and Analysis” beginning on page 23. He does not receive any additional compensation for his services as a director. Separately, Mr. Sahney did not serve as a director during fiscal year 2015 and accordingly is not included in the table. (2) Amounts reflect the aggregate grant date fair value of stock awards and option awards recognized for financial statement reporting purposes for the fiscal year ended December 31, 2019, in accordance with FASB ASC Topic 718 (disregarding any forfeiture assumptions). Assumptions used in the calculation of these amounts are included in footnotes 2 and 23 to our audited financial statements for the fiscal year ended December 31, 2019 included in the 2019 Form 10-K. (3) The outstanding equity awards held by our non-employee directors on December 31, 2019 is set forth on the table below: Name No. of Securities Underlying Unexercised Options (#) Exercisable No. of Securities Underlying Unexercised Options (#) Unexercisable No. of Shares or Units of Stock That Have Not Vested   David Kelso 26,294 0 1,796   Deborah Kerr 0 0 1,796   Anne Minto 3,093 0 1,796   Som Mittal 0 0 1,796   Clyde Ostler 7,258 0 1,796   Vikram Pandit 0 0 1,796   Nitin Sahney 0 0 1,796   Garen Staglin 15,831 0 3,498   Jaynie Studenmund 0 0 1,796   4) For Ms. Minto and Mr. Mittal, amount reflects our reimbursement to the director for tax planning fees as well as tax gross-up amounts ($6,395 for Ms. Minto and $12,373 for Mr. Mittal). For Mr. Staglin, amount reflects our reimbursement for costs associated with secretarial services. (2) Amounts reflect the aggregate grant date fair value of stock awards and option awards recognized for financial statement reporting purposes for the fiscal year ended December 31, 2015, in accordance with FASB ASC Topic 718 (disregarding any forfeiture assumptions). Assumptions used in the calculation of these amounts are included in footnotes 2 and 14 to our audited financial statements for the fiscal year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2016. (3) The outstanding equity awards held by our directors on December 31, 2015 is set forth on the table below: Name   No. of Securities Underlying Unexercised Options (#) Exercisable   No. of Securities Underlying Unexercised Options (#) Unexercisable   No. of Shares or Units of Stock That Have Not Vested   David Kelso   38,253   —   2,853   Deborah Kerr   —   —   4,470   Anne Minto   3,093   —   3,621   Som Mittal   —   —   2,853   Clyde Ostler   62,723   —   2,853   Mohanbir Sawhney   —   —   2,853   Garen Staglin   32,723   —   6,270   (4) Mr. Sawhney resigned as a director as of December 31, 2015. (5) For Mr. Staglin, amount reflects our reimbursement for costs associated with secretarial services.EXLSERVICE.COM  ∕   80      (6) For Ms. Minto, amount reflects our reimbursement to her for tax planning fees. The amount also reflects a subsequent payment made to Ms. Minto to gross up the reimbursement of tax planning fees so that the economic benefit to her was the same as if such benefit were provided on a non-taxable basis ($8,072).    For 2015,2019, non-employee directors (other than the non-executive Chairman) were eligible to receive an annual retainer fee in the amount of $55,000.$60,000 in cash and $110,000 in equity valued at the time of grant. The non-executive Chairman of our board of directors was eligible to receive an additionalannual retainer fee in the amount of $150,000 which is paid $50,000$110,000 in cash and $100,000$210,000 in equity. The Lead Directorequity valued at the time of our board of directors (if there is a Lead Director serving at such time) was eligible to receive an additional annual fee of $25,000.grant. New non-employee directors who join our board of directors during a calendar quarter are eligible to receive the full cash fee for such calendar quarter.quarter and a pro-rated equity grant. The chairperson of our Audit Committee was eligible to receive an additional annual fee of $20,000,$25,000 in cash, and other members of our Audit Committee were eligible to receive an additional annual fee of $10,000.$12,500 in cash. The Chairpersons of committees other than our Audit Committee were eligible to receive an additional annual fee of $15,000,$20,000 in cash, and members of committees other than our Audit Committee were eligible to receive an additional annual fee of $7,500. $10,000. There are no additional fees payable for attendance at our board or committee meetings (whether in person, telephonic or otherwise). We make quarterly cash payments to our directors who elect to receive a portion of their director fees in the form of cash.   Prior to July 1, 2014, new non-employee directors who join our board of directors were eligible to receive restricted stock units representing 4,000 shares of our common stock and each non-employee director received a grant on the anniversary of his board service date of restricted stock units representing 4,000 shares of our common stock. Effective July 1, 2014, the Company decided to transition to making an annual grant to all directors with an approximate value of $100,000 commencing on the date of the 2015 Annual Stockholders’ meeting. In order to transition to this new program, any director with an anniversary hire date between July 1, 2014 and June 19, 2015, the date of the 2015 Annual Stockholders’ meeting, received a pro rata grant based upon the number of days between the anniversary date and the date of the Annual Stockholders’ meeting. On June 19, 2015, each non-employee director received a grant or restricted stock units valued at $100,000 with the exact number of units being determined by dividing $100,000 by the closing stock price on June 18, 2015. The grants provide that the restricted stock units will vest on the earliest of: · the first anniversary of the date of grant; · the date on which the director’s term as a member of our board of directors expires if the director is not subsequently elected to a new term on our board of directors; and · the occurrence of a “change in control,” as defined in the 2006 Plan or 2015 Plan, as applicable. Holders of restricted stock units do not receive the underlying shares of common stock until the units have vested and are settled. The restricted stock units issued to each of our non-employee directors will settle on the earliest of:   ·● such director’s death;   ·● 180 days following the end of such director’s term on our board of directors, or if the director has satisfied our stock ownership guidelines and made an election prior to the grant, the vesting date of the award; and   ·● the occurrence of a “change in control,” as defined in the 2006 Plan or 2015 Plan, as applicable, that satisfies the requirements of Section 409A of the Code.   Risk and Compensation Policies EXLSERVICE.COM  ∕   81        Our Compensation Committee has taken into account its discussions with management regarding our compensation practices and has concluded that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us. STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS   Unless otherwise indicated, the table below sets forth as of March 31, 2016, information with respect to the beneficial ownership of our common stock by:   ·● each of our directors and each of our named executive officers;officers individually;   ·● each person who is known to be the beneficial owner of more than 5% of our common stock; and   ·● all of our current directors and current executive officers (i.e., not just named executive officers) as a group.   The amounts and percentages of common stock beneficially owned below are as of March 31, 20162020 (the “Determination Date”), and are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of March 31, 2016.the Determination Date. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Except as otherwise indicated below, each of the persons named in the table has sole voting and investment power with respect to the securities beneficially owned by such person as set forth opposite such person’s name.                                       Vested but Unsettled Restricted Stock Units(3)                             Beneficial Ownership         Name and Address of Beneficial Owner(1)   Shares     Percentage (%)(2)       Total Wellington Management Group LLP(4)   3,168,468     9.82     —   3,168,468 Blackrock, Inc.(5)   3,092,116     9.58      —   3,092,116 Vanguard Group, Inc.(6)   2,406,845     7.46      —   2,406,845 TimesSquare Capital Management, LLC(7)   1,816,231     5.63      —   1,816,231 Rohit Kapoor(8)   1,556,123     4.57     —   1,556,123 Pavan Bagai(9)   147,770     *     —   147,770 Vishal Chhibbar(10)   73,915     *     —   73,915 Nalin Miglani   —     *     —   — Henry Schweppe(11)   —     *     —   — David B. Kelso(12)   43,253     *     35,208   78,461 Deborah Kerr   —     *     1,617   1,617 Anne E. Minto(13)   3,093     *      8,768   11,861 Som Mittal   —     *      6,021   6,021 Clyde W. Ostler(14)   62,723     *      25,935   88,658 Nitin Sahney   —     *     —   34,184 Garen K. Staglin(15)   52,723     *      43,240   95,693 All current directors and current executive officers as a group (14 persons)(16)   2,045,822     5.94     154,973   2,200,795     Beneficial Ownership       Vested but Unsettled Restricted Stock Units(3)     Name and Address of Beneficial Owner(1)   Shares     %(2)         Total 5% Beneficial Owners                         Blackrock Inc.(4)     5,107,172     14.88        —     Vanguard Group, Inc.(5)     3,562,322     10.38        —     FMR LLC(6)     2,105,848     6.14        —     NEOs and Directors                         Pavan Bagai     44,060      *       —   44,060 Vishal Chhibbar     18,036(7)      *       —   18,036 Rohit Kapoor     898,671(8)      2.62       —   898,671 David B. Kelso     30,005(9)      *       38,061   68,066 Deborah Kerr     —      *       10,127   10,127 Samuel Meckey     2,350      *       —   2,350 Nalin Miglani     —      *       —   — Anne E. Minto     3,093(10)      *       17,278   20,371   * Less than 1%. (1) Unless otherwise noted, the business address of each beneficial owner is c/o ExlService Holdings, Inc., 280 Park Avenue, 38th Floor, New York, New York 10017. (2) Based on 33,531,971 shares outstanding as of March 31, 2016.EXLSERVICE.COM  ∕   82        (3) For non-management directors, includes restricted stock units (previously granted for service on the Board) that have vested but are unsettled. Because vested restricted stock units generally settle 180 days following the director’s term of service (see “Director Compensation for Fiscal Year 2015” for additional details on settlement), the units are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the underlying stock within 60 days of March 31, 2016. Restricted stock units that are vested but unsettled count towards our stock ownership policy for non-employee directors, which requires directors to maintain stock ownership of at least five times their respective annual retainers. (4) Based on the Schedule 13G/A filed on February 11, 2016, Wellington Management Group LLP had shared voting power with respect to 2,795,415 shares and shared dispositive power with respect to 3,168,468 shares. The business address of the combined filers is c/o Wellington Management Company, LLP, 280 Congress Street, Boston, Massachusetts 02210. (5) Based on the Schedule 13G/A filed on January 26, 2016, BlackRock, Inc. had sole voting power with respect to 3,010,412 shares and sole dispositive power with respect to 3,092,116 shares. The business address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10022. (6) Based on the Schedule 13G filed on February 10, 2016, Vanguard Group, Inc. had sole voting power with respect to 70,530 shares, shared voting power with respect to 2,900 shares, sole dispositive power with respect to 2,335,415 shares and shared dispositive power with respect to 71,430 shares. The business address of Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355. (7) Based on the Schedule 13G/A filed on February 10, 2016, TimesSquare Capital Management, LLC had sole voting power with respect to 1,779,831 shares and sole dispositive power with respect to 1,816,231 shares. The business address of TimesSquare Capital Management, LLC is 7 Times Square, 42nd Floor, New York, New York 10036. (8) Mr. Kapoor had sole voting and dispositive power with respect to 296,185 shares and shared voting and dispositive power with respect to 501,185 shares. The amount reported in the table above includes 177,134 shares of our common stock owned indirectly by Mr. Kapoor through a 2005 grantor-retained annuity trust for which Mr. Kapoor is the sole trustee and 40,219 shares of our common stock owned indirectly by Mr. Kapoor through a 2013 grantor retained annuity trust for which Mr. Kapoor is the sole trustee. The amount reported in the table above includes 84,000 shares of our common stock owned indirectly by Mr. Kapoor through a spousal lifetime access trust. Mr. Kapoor’s spouse and Mr. Kapoor’s sister-in-law are the co-trustees of this trust and share dispositive and voting control over the shares in the trust. The amount reported in the table above also includes 84,000 shares of our common stock owned indirectly by Mr. Kapoor through a spousal lifetime access trust for Mr. Kapoor’s spouse. Mr. Kapoor and Mr. Kapoor’s sister-in-law are the co-trustees of this trust and share dispositive and voting control over the shares in the trust. The amount reported in the table above also includes 333,185 shares of our common stock owned indirectly by Mr. Kapoor through a family trust. Barclays Wealth Trust (US), N.A. is the trustee of the family trust and Mr. Kapoor is the investment advisor to the trustee. The amount reported in the table above also includes 541,400 shares of our common stock of which Mr. Kapoor has the right to acquire beneficial ownership within 60 days pursuant to currently vested and exercisable stock opions. (9) This amount includes 45,000 shares of our common stock of which Mr. Bagai has the right to acquire beneficial ownership within 60 days pursuant to currently vested and exercisable stock options. (10) This amount includes 65,809 shares of our common stock of which Mr. Chhibbar has the right to acquire beneficial ownership within 60 days pursuant to currently vested and exercisable stock options. (11) Mr. Schweppe is an NEO pursuant to SEC rules for purposes of the compensation disclosures in this proxy statement, and accordingly is required to be included in this table. Information in this table related to Mr. Schweppe is based on the Company’s records. (12) This amount includes 38,253 shares of our common stock of which Mr. Kelso has the right to acquire beneficial ownership within 60 days pursuant to currently vested and exercisable stock options. (13) This amount includes 3,093 shares of our common stock of which Ms. Minto has the right to acquire beneficial ownership within 60 days pursuant to currently vested and exercisable stock options. (14) This amount includes 62,723 shares of our common stock of which Mr. Ostler has the right to acquire beneficial ownership within 60 days pursuant to currently vested and exercisable stock options. (15) This amount includes 32,723 shares of our common stock of which Mr. Staglin has the right to acquire beneficial ownership within 60 days pursuant to currently vested and exercisable stock options. (16) This amount includes an aggregate of 884,401 shares of our common stock of which our current directors and current executive officers have the right to acquire beneficial ownership within 60 days pursuant to currently vested and exercisable stock options.          Beneficial Ownership       Vested but Unsettled Restricted Stock Units(3)     Name and Address of Beneficial Owner(1)   Shares     %(2)         Total Som Mittal     5,657      *       8,874   14,531 Clyde W. Ostler     26,820(11)      *       34,445   61,625 Vikram S. Pandit     —      *       1,199   1,199 Nitin Sahney     —      *       6,703   6,703 Garen K. Staglin     29,663(12)      *       49,343   79,006 Jaynie M. Studenmund     2,220      *       1,240   3,460 All current directors and executive officers as a group (18 persons)(13)     1,099,964(14)     3.20              *Less than 1%. (1) Unless otherwise noted, the business address of each beneficial owner is c/o ExlService Holdings, Inc., 320 Park Avenue, 29th Floor, New York, New York 10022. (2) Based on 34,315,996shares outstanding as of the Determination Date. (3) For non-management directors, this column includes restricted stock units (previously granted for service on the Board) that have vested but are unsettled. Because vested restricted stock units generally settle 180 days following the director’s term of service (see “Director Compensation for Fiscal Year 2019” for additional details on settlement), the units are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the underlying stock within 60 days of the Determination Date. However, restricted stock units that are vested but unsettled provide a meaningful alignment with the Company’s stockholders, and they count towards our stock ownership policy for non-employee directors, which requires directors to maintain stock ownership of at least five times their respective annual retainers. (4) Based on the Schedule 13G/A filed on February 4, 2020, BlackRock, Inc. had sole voting power with respect to 5,047,869 shares and sole dispositive power with respect to 5,107,172 shares. The business address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10022. (5) Based on the Schedule 13G/A filed on February 12, 2020, Vanguard Group, Inc. had sole voting power with respect to 72,043 shares, shared voting power with respect to 5,534 shares, sole dispositive power with respect to 3,490,393 shares and shared dispositive power with respect to 71,929 shares. The business address of Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355. (6) Based on the Schedule 13G/A filed on February 7, 2020, FMR LLC had sole voting power with respect to 667,458 shares and sole dispositive power with respect to 2,105,848 shares. The business address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. (7) Based on the Form 4 filed by Mr. Chhibbar on April 16, 2019, the last filing pursuant to Section 16 under the Exchange Act prior to his departure from the Company. (8) The amount includes: (a) 177,134 shares of our common stock owned indirectly by Mr. Kapoor through a family trust created in 2016 under a 2005 grantor-retained annuity trust, for which Mr. Kapoor’s spouse and Mr. Kapoor’s brother are the co-trustees and share dispositive and voting control over the shares in the trust, (b) 40,219 shares of our common stock owned indirectly by Mr. Kapoor through a family trust created in 2016 under a 2013 grantor retained annuity trust, for which Mr. Kapoor’s spouse and Mr. Kapoor’s brother are the co-trustees and share dispositive and voting control over the shares in the trust, (c) 84,000 shares of our common stock owned indirectly by Mr. Kapoor through a spousal lifetime access trust, for which Mr. Kapoor’s spouse and Mr. Kapoor’s brother are the co-trustees and share dispositive and voting control over the shares in the trust, (d) 84,000 shares of our common stock owned indirectly by Mr. Kapoor through a spousal lifetime access trust for Mr. Kapoor’s spouse, for which Mr. Kapoor and Mr. Kapoor’s brother are the co-trustees and share dispositive and voting control over the shares in the trust, and (e) 233,185 shares of our common stock owned indirectly by Mr. Kapoor through a family trust for which Mr. Kapoor is the investment advisor to Commonwealth Trust Company, the trustee. (9) This amount consists of 26,294 shares of our common stock of which Mr. Kelso has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options. (10) This amount consists of 3,093 shares of our common stock of which Ms. Minto has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options. EXLSERVICE.COM  ∕   83      (11) This amount includes 7,528 shares of our common stock of which Mr. Ostler has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options. (12) This amount includes 1,854 shares of our common stock owned indirectly by Mr. Staglin through an irrevocable family trust created in 2018, for which Mr. Staglin’s spouse is the sole beneficiary and trustee with sole dispositive and voting control over the shares in the trust, and 7,258 shares of our common stock of which Mr. Staglin has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options. (13) Includes all nine current non-employee directors and our nine current executive officers. (14) This amount includes an aggregate of 54,723 shares of our common stock of which our current directors and current executive officers have the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options. EXLSERVICE.COM  ∕   84      CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS   Review and Approval of Related Party Transactions We review all relationships and transactions in which we, our directors and executive officers or their immediate family members and our 5% stockholders are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our Code of Conduct and Ethics instructs our directors, officers and employees to report the facts and circumstances of any such transaction or potential transaction to our General Counsel or our Audit Committee. Our board of directors has adopted a policy regarding the review of potential related party transactions. Under this policy, our General Counsel will review the facts and circumstances of any covered transaction. If our General Counsel determines that the transaction involves a related party transaction and if the amount involved does not equal or exceed $120,000, our General Counsel will approve or disapprove the transaction. If our General Counsel determines that the transaction involves a related party transaction and if the amount involved equals or exceeds $120,000, our General Counsel will refer the transaction to our Audit Committee for consideration. In the course of reviewing, approving or ratifying a disclosable related party transaction, our General Counsel and Audit Committee considers all factors it considers appropriate, including but not limited to the factors in the box to the right. Factors Used in Assessing Related Party Transactions •     The nature of the related party transaction •     The related party’s interest in the transaction •     The material terms of the transaction, including the amount involved and type of transaction •     The importance of the transaction to us and to the related party •     Whether the transaction would impair the judgment of a director or executive officer to act in our best interest    We review all transactions in which we, our directors and executive officers or their immediate family members and our 5% stockholders are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our Code of Conduct and Ethics instructs our directors, officers and employees to report the facts and circumstances of any such transaction or potential transaction to our General Counsel or our Audit Committee. Our board of directors has adopted a policy regarding the review of potential related party transactions. Under this policy, our General Counsel will review the facts and circumstances of any covered transaction. If our General Counsel determines that the transaction involves a related party transaction and that the amount involved does not equal or exceed $120,000, our General Counsel will approve or disapprove the transaction. If our General Counsel determines that the transaction involves a related party transaction and that the amount involved equals or exceeds $120,000, our General Counsel will refer the transaction to our Audit Committee for approval. For each transaction, our General Counsel and Audit Committee, as applicable, will review all factors it considers appropriate, including, but not limited to, the nature of the related party transaction, the related party’s interest in the transaction and the material terms of the transaction, the importance of the transaction to us and to the related party and whether the transaction would impair the judgment of a director or executive officer to act in our best interest. Related Party Transactions As required under SEC rules, transactions that are determined to be directly or indirectly material to us or a related person and which involve amounts exceeding $120,000 in the previous fiscal year are disclosed in our proxy statement.   Related Party TransactionsOn October 1, 2018, the Company entered into the Investment Agreement with the Orogen Echo LLC, an affiliate of The Orogen Group LLC (the “Purchaser”). One of the Company’s directors, Vikram Pandit, is the Chairman and Chief Executive Officer of The Orogen Group LLC. Under the terms of the Investment Agreement, the Company issued to the Purchaser $150,000,000 in aggregate principal amount of 3.50% Convertible Senior Notes due October 1, 2024. In addition, we appointed Mr. Pandit, a nominee of the Purchaser, to our board of directors pursuant to the Investment Agreement. After considering the facts and circumstances regarding the relationship, the Board has determined that the Investment Agreement does not impair Mr. Pandit’s independence under applicable Nasdaq standards and federal securities laws.   None. EXLSERVICE.COM  ∕   85        REPORT OF THE AUDIT COMMITTEEAudit Committee Report   The Audit Committee of the board of directors of ExlService Holdings, Inc. assists our board of directors in fulfilling its oversight responsibilities with respect to the following:   · our accounting and financial reporting processes, including the integrity of the financial statements and other financial information provided by us to our stockholders, the public, stock exchanges and others; our accounting and financial reporting processes, including the integrity of the financial statements and other financial information provided by us to our stockholders, the public, stock exchanges and others;   · our compliance with legal and regulatory requirements; our compliance with legal and regulatory requirements;   · our registered independent public accounting firm’s qualifications and independence; our registered independent public accounting firm’s qualifications and independence;   · the audit of our financial statements; and the audit of our financial statements; and   · the performance of our internal audit function and independent registered public accounting firm. the performance of our internal audit function and independent registered public accounting firm.   In connection with these responsibilities, the Audit Committee met with management and ErnstDeloitte & YoungTouche LLP to review and discuss the December 31, 20152019 audited consolidated financial statements. The Audit Committee also discussed with ErnstDeloitte & YoungTouche LLP the matters required to be discussed by the Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended, as adopted byapplicable requirements of the Public Company Accounting Oversight Board in Rule 3200T.and the SEC. The Audit Committee also received written disclosures and the letter from ErnstDeloitte & YoungTouche LLP required by Rule 3526 of the Public Company Accounting Oversight Board (Communications with Audit Committees Concerning Independence), and the Audit Committee discussed with ErnstDeloitte & YoungTouche LLP the firm’s independence.   Based on the review and discussions referred to above, the Audit Committee approved the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for 2015.the fiscal year ended December 31, 2019. AUDIT COMMITTEE Mr. Clyde W. Ostler (Chairman) Mr. David B. Kelso Mr. Vikram Pandit  Mr. Nitin Sahney  Ms. Jaynie Studenmund    AUDIT COMMITTEE Mr. Clyde W. Ostler (Chairman) Mr. David B. Kelso Ms. Deborah Kerr Mr. Nitin SahneyEXLSERVICE.COM  ∕   86        PROPOSALProposal 1 ELECTION OF DIRECTORS — Election of Directors   The Nominees   Our Nominating and Governance Committee has nominated, and our board of directors has designated, Ms.Mses. Minto and Mr.Studenmund and Messrs. Kapoor, Kelso, Mittal and Ostler to stand for election as Class I directors at the Annual Meeting. Ms. Minto Term of Office Effective at the 2019 Annual Meeting of Stockholders, the classification of the Board of Directors began to be phased out, such that (i) at the 2019 Annual Meeting of Stockholders, each of the directors formerly in Class I were elected to hold office for a term of one year, (ii) at the Annual Meeting, each of the Directors in former Class I and Mr. Kapoorin Class II will be elected to hold office for a term of one year, and (iii) at the 2021 Annual Meeting of Stockholders, each of the Directors in former Class I, former Class II and Class III will be elected to hold office for a term of one year, and thereafter the classification of the Board of Directors will terminate in its entirety. Thus, if elected, each of the director nominees will serve a term of one year on our board of directors, until our 2021 Annual Meeting of Stockholders or until their successors are standing for re-election. duly elected and qualified in accordance with our by-laws. Voting Instructions and Substitutes The proxies given to the proxy holders will be voted or not voted as directed and, if no direction is given, will be voted FOR these threesix nominees. Our board of directors knows of no reason why any of these nominees should be unable or unwilling to serve. However, if for any reason any nominee should be unable or unwilling to stand for election, the shares represented by proxies will be voted for the election of any substitute nominee designated by our board of directors to fill the vacancy.   General Information Aboutabout Nominees   The age, tenure on our board of directors and committee membership, if any, of each nominee appears below. Information regarding the business experience during at least the last five years and directorships of other publicly owned corporations of each nominee can be found above under “Our Board of Directors.” Other information required with respect to any solicitation of proxies in connection with the election of directors is found elsewhere in this proxy statement.   Name   Age   Director Since   Independent   Committee/PositionCommittee Membership Anne MintoRohit Kapoor, Vice Chairman and CEO   6255 April 2012 No None  David Kelso 67 July 2006 Yes Nominating and Governance Committee (Chair)  Audit Committee Anne Minto 66   March 2013   Yes   Compensation Committee Chairman(Chair)  Nominating and Governance Committee Member Rohit KapoorSom Mittal   5168   November 2002December 2013   NoYes   Vice Chairman Compensation Committee  Nominating and CEOGovernance Committee Clyde Ostler 73 December 2007 Yes Audit Committee (Chair) Compensation Committee Jaynie Studenmund 65 September 2018 Yes Audit Committee  Compensation Committee    EXLSERVICE.COM  ∕   87      Required Vote   The affirmative vote of the pluralitya majority of votes (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) cast in person or represented by proxy and entitled to vote at the Annual Meeting will elect the threesix nominees as Class III directors for a term of one year. If any nominee for director receives a greater number of votes “against” his or her election than votes “for” such election, our by-laws provide that such person will tender to the specified three-year term.board of directors his or her resignation as a director. Unless marked to the contrary, proxies received will be voted “FOR” the nominees.   Our board of directors recommends a vote FOR the election of Ms. Minto and Mr. Our board recommends that you vote: FOR the election of Mses. Minto and Studenmund and Messrs. Kapoor, Kelso, Mittal and Ostler as Class I directors of the Company. EXLSERVICE.COM  ∕   88        PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   Our Audit Committee has selected Ernstappointed Deloitte & YoungTouche LLP (“Deloitte”) as the independent registered public accounting firm to audit the Company’s and its subsidiaries’ books, records and accounts for the fiscal year 2016.2020. Our board of directors has endorsed this appointment. Ratification of the selectionappointment of Ernst & Young LLPDeloitte by our stockholders is not required by law. However, as a matter of good corporate practice, such selectionappointment is being submitted to our stockholders for ratification at the Annual Meeting. If our stockholders do not ratify the selection,appointment, our board of directors and our Audit Committee will reconsider whether or not to retain Ernst & Young LLP,Deloitte, but may nonetheless retain Ernst & Young LLP.Deloitte. Even if the selectionappointment is ratified, the Audit Committee in its discretion may change such appointment at any time during the year if it determines that such change would be in the best interests of the Company and our stockholders. Ernst & Young LLP audited our consolidated financial statements for fiscal years 2015 In retaining Deloitte as the Company’s independent registered public accounting firm, the Audit Committee considered whether the provision of non-audit services by Deloitte was compatible with maintaining Deloitte’s independence and 2014.concluded that it was. Representatives of Ernst & Young LLPDeloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions. Deloitte has served as our independent registered public accounting firm since February 28, 2018. Change in Accountants Ernst & Young LLP (“EY”) audited our consolidated financial statements for fiscal year 2017. On February 27, 2018, pursuant to the Audit Committee determination, the Company dismissed EY as the Company’s independent registered public accounting firm. EY’s reports on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2017 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal year ended December 31, 2017, and the subsequent interim periods through February 27, 2018, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K. In connection with the filing of the Company’s Current Report on Form 8-K dated February 27, 2018 (the “Form 8-K”), the Company provided EY with a copy of the above disclosures, and requested that EY furnish a letter addressed to the SEC stating whether or not EY agrees with the statements in the immediately preceding paragraph. The Company subsequently received the requested letter, and a copy of EY’s letter, dated March 1, 2018, was filed as Exhibit 16.1 to the Form 8-K. As of February 28, 2018, pursuant to the Audit Committee’s determination, the Company engaged Deloitte to serve as its independent registered public accounting firm for fiscal year 2018. During the fiscal year ended December 31, 2017 and the subsequent interim periods through February 28, 2018, neither the Company nor anyone on its behalf consulted with Deloitte regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that EXLSERVICE.COM  ∕   89      was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K. The change in independent registered public accounting firm did not result from any dissatisfaction with the quality of professional services rendered by EY.   Audit and Non-Audit Fees   The following is a summary of the fees billed or expected to be billed to us by Ernst & Young LLPthe Company’s independent registered public accounting firm for professional services rendered forin each of the last two fiscal years 2015 and 2014:years:   Fee Category   Fiscal 2015   Fiscal 2014 Fiscal 2019 Fiscal 2018   (in thousands) (in thousands) Audit Fees   $ 1,453   $ 1,302 $1,391 $1,425 Audit-Related Fees     179     211 114 — Tax Fees     45   10 696 523 All Other Fees     31     3 — 54 Total Fees   $ 1,708   $ 1,526 $2,201 $2,002 Audit Fees.Fees: Consist of fees billed or expected to be billed for professional services rendered for the audit of our consolidated financial statements, including (i) the audit of effectiveness of internal control over financial reporting, (ii) review of our consolidated financial statements included in our quarterly reports, orand (iii) services that are normally provided by our registered independent public accountants including services in connection with statutory or regulatory filings or engagements for those fiscal years.   Audit-Related Fees.Fees: Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include SSAE 1618 service organization audits and Federal Reserve and tax certification for Indian legal entities.due diligence in connection with acquisition activity.    Tax Fees.Fees: Consist primarily of fees billed or expected to be billed for other tax filing orand advisory projects.   All Other Fees.Fees: Consist of fees billed or expected to be billed for products and services other than as reported above. permissible work performed by the Company’s independent public registered accounting firm that does not meet the above category descriptions.   Our Audit Committee pre-approves and is responsible for the engagement of all auditing services provided by our independent registered public accountants and all non-auditing services to be provided by such accountants to the extent permitted under Section 10A of the Exchange Act, including all fees and other terms of engagement. Our Audit Committee may delegate the authority to pre-approve audit and permitted non-audit services between meetings of our Audit Committee to a designated member of our Audit Committee, provided that the decisions made by such member are presented to our full Audit Committee for ratification at its next scheduled meeting.   All of the fees paid to Ernst & Young LLPDeloitte in 2015 and 2014fiscal year 2019 were pre-approved by the Audit Committee. EXLSERVICE.COM  ∕   90        Required Vote   The ratification of the appointment of Ernst & Young LLPDeloitte as our independent registered public accounting firm requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Unless marked to the contrary, proxies received will be voted “FOR” ratification of the appointment.   Our board recommends that you vote: FOR the ratification of the appointment of Deloitte as our independent registered public accounting firm. Our board of directors recommends a vote FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm. EXLSERVICE.COM  ∕   91        PROPOSAL 3 — ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION   Proposal 3 is ana vote, on a non-binding advisory (non-binding) vote onbasis, to approve the compensation of our executive officers as described in this proxy statement. Although the vote is advisory and is not binding on the board of directors, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. We refer to this non-binding advisory vote as the “say-on-pay” vote.   At the 20112018 Annual Meeting of Stockholders, our stockholders voted on a proposal relating to the frequency of the “say-on-pay” vote. We recommended, and our stockholders approved on ana non-binding advisory non-binding basis, an annual say-on-pay vote. Accordingly, we include the say-on-pay vote each year as a regular part of each Annual Meeting of Stockholders, and the next such say-on-pay vote will occur at next year’s Annual Meeting of Stockholders. The next vote on the frequency of the “say-on-pay” vote will also be held at next year’sthe Annual Meeting of Stockholders.to be held in 2023.   Our board of directors is committed to corporate governance best practices and recognizes the significant interest of stockholders in executive compensation matters. As discussed in the Compensation Discussion and Analysis, our Our board of directors believes that our current executive compensation program directly links executive compensation to our performance and aligns the interests of our executive officers with those of our stockholders. For example, the bulk of our annual incentive bonuses are earned based on achievement of two core financial metrics: Adjusted EPS and revenues. As we discuss in greater detail in our Compensation Discussion and Analysis, these financial metrics focus our named executive officers on top-line revenues and bottom-line earnings that are likely to make meaningful contributions to our future financial performance. We believe rewarding our executives with incentive pay based on achievement of these three financial metrics closely aligns management with the interests of our stockholders.   In addition, our philosophy places more emphasis on variable elements of compensation (such as incentive bonuses and equity-based compensation) than fixed remuneration.   Our stockholders have the opportunity to vote for, against or abstain from voting on the following resolution:   “Resolved, that the stockholders approve on an advisory basis the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure shall include the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement).”   The above-referenced disclosures related to the compensation of our named executive officers appear beginning at page 2342 of this proxy statement. EXLSERVICE.COM  ∕   92         Required Vote   The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Unless marked to the contrary, proxies received will be voted “FOR” the approval of the compensation of our named executive officers.   Our board recommends that you vote: FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC (including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement) Our board of directors recommends a vote FOR the approval on an advisory basis of the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure shall include the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement). EXLSERVICE.COM  ∕   93        STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 20172021 ANNUAL MEETING   Stockholder proposals intended to be included in our proxy materials for the 20172021 Annual Meeting of Stockholders (“20172021 Annual Meeting”) must be received by the deadline calculated in accordance with SEC Rule 14a-8, which is 120 days before the anniversary of the date of this year’s proxy statement. This year’s deadline is Friday, December 30, 2016.25, 2020. Such proposals must include the information required by SEC rules, and should be sent in writing by courier or certified mail to the Corporate Secretary of the Company at 280320 Park Avenue, 38th29th Floor, New York, New York 10017.10022. Stockholder proposals that are sent to any other person or location or by any other means may not be received in a timely manner and thus may be ineligible for inclusion.   Stockholders who intend to submit proposals at the 20172021 Annual Meeting but whose proposals are not included in the proxy materials for the meeting, and stockholders who intend to submit nominations for directors at the 20172021 Annual Meeting, are required to notify the Corporate Secretary of the Company (at the address above) of their proposal or nominations not less than 90 days, nor more than 120 days, before the anniversary of this year’s Annual Meeting of Stockholders, in accordance with our by-laws. This year such noticeSuch notices of proposals for the 2021 Annual Meeting must be delivered between February 17, 201715, 2021 and March 19, 2017.17, 2021. Special notice provisions apply under the by-laws if the date of the 20172021 Annual Meeting is more than 30 days before or 70 days after the anniversary date of this year’s Annual Meeting of Stockholders.   Any notice of proposed business or nomination, whether or not included in our proxy statement, must include the information required under our by-laws, including Section 2.11.4, in order for the matter to be eligible for consideration at the 20172021 Annual Meeting. The presiding officer of the 20172021 Annual Meeting may refuse to acknowledge any matter or nomination not made in compliance with the procedures in our by-laws. Our by-laws can be found on our website and the current SEC rules for submitting stockholder proposals can be obtained from the SEC at: Division of Corporation Finance, 100 F. Street, N.E., Washington, DC 20549, or through the SEC’s Internet website at www.sec.gov.www.sec.gov.   EXLSERVICE.COM  ∕   94      MISCELLANEOUS   Delivery of Documents to Stockholders Sharing an Address   If you are the beneficial owner, but not the record holder, of shares of our common stock, your broker, bank, trust or other nominee may only deliver one copy of this proxy statement and the 2019 Form 10-K, which serves as our 2015 Annual Report to Stockholders under Regulation 14A (the “2019 Annual Report”), to multiple stockholders who share an address unless that nominee has received contrary instructions from one or more of the stockholders. We will deliver promptly, upon written or oral request, a separate copy of this proxy statement and our 2015the 2019 Annual Report to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the proxy statement and annual report, now or in the future, should submit this request to our investor relations department through the Investor Relations page of our website at www.exlservice.com.https://ir.exlservice.com/. Beneficial owners sharing an address who are receiving multiple copies of proxy materials and annual reports and who wish to receive a single copy of such materials in the future will need to contact their broker, bank, trust or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.   Electronic Access to Proxy Statement and Annual Report   This proxy statement and our 20152019 Annual Report on Form 10-K may be viewed on our website atwww.exlservice.com and atwww.proxyvote.com by following the instructions provided in the Internet Notice. If you are a stockholder of record, you can elect to access future annual reports and proxy statements electronically by marking the appropriate box on your proxy form. If you choose this option, you will receive a proxy form in mid-May listing the website locations and your choice will remain in effect until you notify us by mail that you wish to resume mail delivery of these documents. If you hold your common stock through a bank, broker or another holder of record, refer to the information provided by that entity for instructions on how to elect this option.   EXLSERVICE.COM  ∕   95      OTHER MATTERS   Our board of directors does not know of any other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, your proxy holders will vote on it as they think best unless you direct them otherwise in your proxy instructions.   Whether or not you intend to be present at the Annual Meeting, we urge you to submit your signed proxy promptly.   By Order of the Board of Directors, Ajay Ayyappan Senior Vice President, General Counsel and Corporate Secretary By Order of the Board of Directors, Nancy Saltzman Executive Vice President, General Counsel and Corporate Secretary   New York, New York April 29, 201624, 2020   We will furnish without charge to each person whose proxy is being solicited, upon the written request of any such person, a copy of the Company’s Annual Report on2019 Form 10-K, for the fiscal year ended December 31, 2015, as filed with the SEC, as well as copies of exhibits to the Annual Report on2019 Form 10-K, but for copies of exhibits will charge a reasonable fee per page to any requesting stockholder. Stockholders may make such request in writing to ExlService Holdings, Inc., 280320 Park Avenue, 38th29th Floor, New York, New York 10017,10022, Attention: Investor Relations. The request must include a representation by the stockholder that as of April 21, 2016,17, 2020, the stockholder was entitled to vote at the Annual Meeting.Meeting. EXLSERVICE.COM  ∕   96        82   VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 14, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. EXLSERVICE HOLDINGS, INC. 320 PARK AVENUE, 29 FLOOR th NEW YORK, NEW YORK 10022 During The Meeting - Go to www.virtualshareholdermeeting.com/EXLS2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 14, 2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D16034-P37491 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. EXLSERVICE HOLDINGS, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors For Against Abstain Nominees: ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Rohit Kapoor The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain ! ! ! 1b. David Kelso 2. The ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2020. 1c. Anne Minto ! ! ! 1d. Som Mittal 3. The approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company. 1e. Clyde Ostler 1f. Jaynie Studenmund NOTE: The proxies are authorized to act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date   Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D16035-P37491 EXLSERVICE HOLDINGS, INC. Annual Meeting of Shareholders June 15, 2020 8:30 AM EDT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Maurizio Nicolelli and Ajay Ayyappan, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of (Common/Preferred) stock of EXLSERVICE HOLDINGS, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held virtually via live audio webcast at www.virtualshareholdermeeting.com/EXLS2020, at 8:30 A.M., Eastern Daylight Time on June 15, 2020, and any adjournment or postponement thereof. The undersigned hereby also authorize(s) the proxy, in his or her discretion, to vote on any other business that may properly be brought before the meeting or any adjournment or postponement thereof to the extent authorized by Rule 14a-4(c) promulgated by the Securities and Exchange Commission. The undersigned herby acknowledges receipt of the notice of Annual Meeting of Shareholders, dated on or about April 24, 2020, and the Proxy Statement furnished therewith. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations, and accordingly, will be voted FOR each of the Board of Directors' nominees for director specified in Proposal 1 and FOR Proposals 2 and 3, unless a contrary choice is specified, in which case the proxy will be voted as specified. Continued and to be signed on reverse side