Exhibit 4.11
OVERVIEW OF EXECUTIVE LEADERSHIP COMPENSATION
Our Executive Leadership Compensation follows the concept of Total Rewards which comprise three primary components of Base/Fixed Pay, Performance Bonus and Stock Incentives, where a significant portion of rewards are in the form of stock incentives, in order to align with interest of the shareholders.
Executive Leadership (also called “Executives”) are the Chief Executive Officer (CEO), Chief Financial Officer(CFO), Group General Counsel & Chief Compliance Officer and Group Head - HR and are named below.
Executive | Position |
Mr. Salil Parekh | Chief Executive Officer and Managing Director |
Mr. Nilanjan Roy | Chief Financial Officer |
Ms. Inderpreet Sawhney | Group General Counsel & Chief Compliance Officer |
Mr. Shaji Mathew | Group Head – Human Resources |
The Nomination and Remuneration Committee of the Board (henceforth referred to as NRC) acts on behalf of the Board on matters relating to the compensation of Directors and other Executives. It makes recommendations for changes to the compensation structure, and within the limits approved by the shareholders, as may be applicable.
The shareholders approve the overall compensation structure for all whole-time directors.
The Company’s executive pay programs support our Executive Compensation philosophy which aims to:
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In support of the above key objectives, the Company’s Executive pay program has been designed around three primary pay components: Base/Fixed Pay, Performance Bonus and Stock Incentives. These three components together constitute the “Total Rewards” of the Executive.
Executive compensation at Infosys is generally aimed towards meeting the market median of total compensation benchmarked amongst the chosen peer group, adjusted as needed to reflect considerations for internal equity, consistency and overall affordability.
For Executives, compensation in the form of stock incentives and performance bonus together constitute about 65% to 90% of their total rewards.
The highlights of our current compensation practices for our Executives are as below:
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Consistent with the Company’s Executive Compensation philosophy, a significant portion of Executives’ pay is performance-based and ‘at-risk’.
The Executive’s performance bonus is linked to the achievement of Company goals like revenue growth, operating margin along with components of individual goals as applicable, linked to the Company’s business targets. The goals and the final payout rates are reviewed and approved by the NRC.
All Stock or Equity based incentives are generally granted or vested based on achievement against Company and/or individual performance parameters. Stock incentives may not be granted if the Company’s performance is below a specific threshold, as determined by the NRC from time to time. In case of Performance based equity grants, the numbers of shares that will vest is based on the Company’s and/or individuals’ achievement of certain performance parameters.
In addition to the primary pay components, the Company provides competitive health and wellness benefits and perquisites. These benefits are designed to protect the financial, physical and emotional well-being of employees and allow them to plan for their own retirement. In general, these benefits do not constitute a significant portion of Executive compensation.
NRC aims to ensure that the Company’s interests are protected through appropriate executive obligations including non-disclosure, non-compete and non-solicitation agreements. Further, the Company has adopted a recoupment policy under which any incentive compensation paid or payable to Executives (including any bonus pay and equity awards) will be subject to forfeiture, cancellation, recoupment or clawback in accordance with the applicable laws, government regulations and stock exchange requirements.
With respect to the employment agreement with our Executive Director, the current agreement of Mr. Salil Parekh can be accessed at https://www.infosys.com/investors/reports-filings/documents/ceo-executive-employment-agreement2022.pdf
The details of compensation for the Executives for the relative fiscal year is available in the Annual Report.
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