SEC Filing | EXL.

Age distribution

Gender diversity

Board tenure

Board independence

View:

Download DOC

Download PDF

Download XLS

DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

ExlService Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

320 Park Avenue, 29^th Floor

New York, NY 10022

(212) 277-7100

Dear Stockholder,

At EXL, 2021 was a year marked by creativity, adaptation and evolution. As businesses around the world, including our clients, continued to grapple with rapidly changing market conditions and consumer behaviors in response to COVID-19, we are proud that EXL’s responsiveness and agility helped our clients not only navigate, but capitalize, on those changing dynamics through the use of our solutions and our emphasis on data-led value creation. EXL has evolved over the last few years having systematically invested in data and digital assets with a clear vision for the future—we are now a fully integrated data analytics and digital operations and solutions business with exceptional talent. The transformation of our business is reflected in our new mission statement: “we make sense of data to move your business forward.”

We believe that our financial results in 2021 evidence the market’s reception to EXL’s evolution. We generated revenues of $1.12 billion, representing a 17.1% increase from 2020. We were able to grow revenues sequentially every quarter, despite the impacts of the Delta COVID-19 variant on our workforce, and we closed the year with continuing strong revenue momentum. EXL achieved record profitability with diluted EPS of $3.35, up from $2.59 in 2020.

Our successes last year are attributable to the agility and resilience of our team, along with the proactive and systematic adaptation of our business model to address rapidly evolving market needs. Reflecting on the last several years, our increased focus and investments in developing data, cloud, artificial intelligence, machine learning and digital capabilities was ahead of the curve. That strategic foresight, empowered by EXL’s strong foundation in advanced analytics and deep domain operational expertise, enabled us to provide increasingly integrated solutions to our clients in 2021, which brought growth opportunities, both in deepening relationships with existing clients and developing new ones. It also left us well positioned to leverage the existing opportunity-rich demand environment, and for the future—better able to tackle bigger projects faster, with scalable solutions designed to support complex, enterprise-wide digital transformation initiatives across industries and businesses. Our December 2021 acquisition of Clairvoyant, a worldwide data, AI and cloud services provider, broadens our data engineering and cloud computing capabilities and will further help us succeed in our mission to be an indispensable partner for data-driven enterprises.

Critical to our continued growth and evolution and our ongoing success is our hardworking global workforce that spans six continents. Each of our more than 39,000 employees is an essential part of what we call “ONE EXL” which reflects the essence of our corporate culture, built on our five core values of collaboration, innovation, excellence, integrity and respect. In 2021, our employees showed their tenacity and willingness to evolve with our business strategy, spending nearly 571,000 hours on trainings, including reskilling for critical digital capabilities, and applied their experience and ingenuity to pursuing our company goals. In 2021, we continued to prioritize the use of digital tools for communication with our employees, including via digital surveys, as approximately 93% of our employees worked remotely. We thank all of the members of the ONE EXL team for their dedication and tremendous efforts over 2021. Together with the support of our stockholders, clients and partners, we look forward to continued evolution, growth and success in 2022.

This year’s Proxy Statement continues to highlight our environmental, social and governance (ESG) - related efforts, which we view as integral to our long-term success, durability and resiliency as an organization. In December 2021, we published our second annual Sustainability Report according to the Sustainability Accounting Standards Board, the Global Reporting Initiative standards


		2		/		EXL 2022 Proxy Statement

and the UN Sustainability Development Goals. The report outlines our environmental, human capital management, and corporate social responsibility efforts and goals, among others. In our Sustainability Report, we announced our commitment to taking steps toward near-term and long-term emissions reductions. We also became a participant in the UN Global Compact in 2021 and were recently included on Newsweek’s list of America’s Most Responsible Companies, and Barron’s 2022 list of 100 Most Sustainable Companies. You can read more about our recent accomplishments in ESG on our website, and in the “Sustainability” section of this Proxy Statement.

We also continue to improve upon our strong corporate governance practices. In 2021, we expanded our board committees’ involvement in ESG matters, distributing ESG-related responsibilities across our committees in order to ensure effective and appropriate oversight. We also expanded our formal stockholder engagement program, through which management and members of our board participated in meetings with our stockholders on topics relating to strategy, performance and governance, engaging with stockholders holding a total of 43% of shares outstanding. These conversations inform our governance practices. Please refer to the “Corporate governance” section of this Proxy Statement to learn more about governance practices and philosophy, including board committee responsibilities and stockholder engagement.

Finally, we wish to thank Garen Staglin, who will be departing from our board of directors following our 2022 Annual Meeting of Stockholders, for his 17 years of service to EXL including eight years as Chairman of the Board.

On behalf of the board of directors of ExlService Holdings, Inc., we are pleased to invite you to the 2022 Annual Meeting of Stockholders, which will be held on June 21, 2022. We look forward to sharing more about our Company at the Annual Meeting. We will hold our Annual Meeting in virtual format only via live audio webcast instead of holding the meeting at any physical location. We encourage you to read carefully the attached 2022 Annual Meeting of Stockholders and Proxy Statement, which contain important information about the matters to be voted upon and instructions on how you can vote your shares.

Your vote is important to us. Please vote as soon as possible whether or not you plan to participate in the Annual Meeting.

The board of directors and management look forward to your attendance at the Annual Meeting.

Sincerely,

LOGO

Vikram Pandit
Chairman

Rohit Kapoor

Vice Chairman and CEO


		EXL 2022 Proxy Statement		/		3

Notice of 2022 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to the 2022 Annual Meeting of Stockholders of ExlService Holdings, Inc., a Delaware corporation (the “Company”), for the purposes of voting on the following matters:

the election of eight members of the board of directors of the Company;

the approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan;

the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2022;

the approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company; and

the transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

We will hold our Annual Meeting in virtual format only, via live audio webcast (rather than at any physical location) on June 21, 2022 at 8:30 AM, Eastern Time, instead of holding the meeting in New York or at any physical location. However, our virtual meeting platform will allow for full participation as if you were attending physically. You or your proxyholder may participate, vote, and examine our stockholder list at the Annual Meeting by visiting www.virtualshareholdermeeting.com/EXLS2022 and using your 16-digit control number.

If you are a stockholder of record at the close of business on April 22, 2022, the record date for the Annual Meeting, you are entitled to vote at the Annual Meeting. A list of stockholders as of the record date will be available for examination for any purpose germane to the Annual Meeting, during ordinary business hours, at the Company’s executive offices at 320 Park Avenue, 29^th Floor, New York, New York 10022, for a period of 10 days prior to the date of the Annual Meeting and at the Annual Meeting itself. If our corporate headquarters are closed during the 10 days prior to the Annual Meeting, you may send a written request to the Corporate Secretary at our corporate headquarters, and we will arrange a method for you to inspect the list. The list of stockholders will also be available during the Annual Meeting at www.virtualshareholdermeeting.com/EXLS2022.

Please note the technical requirements for virtual attendance at the Annual Meeting, as described in the enclosed Proxy Statement beginning on page 123 under the heading “Annual Meeting Q&A.”

Pursuant to rules promulgated by the Securities and Exchange Commission, we are providing access to our proxy materials over the Internet. On or about April 28, 2022, we will mail a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) to each of our stockholders of record and beneficial owners at the close of business on the record date. On the date of mailing of the Internet Notice, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to in the Internet Notice. These proxy materials will be available free of charge.


		4		/		EXL 2022 Proxy Statement

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

By Order of the Board of Directors

LOGO

Ajay Ayyappan

Senior Vice President, General Counsel and Corporate Secretary

New York, New York

April 28, 2022


		EXL 2022 Proxy Statement		/		5

2022 Proxy Statement

Table of contents



2022 Proxy Statement Summary			7



Our board of directors			18

Corporate governance			28

Sustainability			45

Our executive officers			58

Executive compensation			60

Compensation Discussion and Analysis			60

Compensation Committee Report			82

Summary compensation table for fiscal year 2021			83



Stock ownership of directors, executive officers and certain beneficial owners			104

Certain relationships and related person transactions			106

Audit Committee Report			107

Proposal 1 — Election of directors			108

Proposal 2 — Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan			110

Proposal 3 — Ratification of the appointment of independent registered public accounting firm			117

Proposal 4 — Advisory (non-binding) vote on executive compensation			119

Stockholder proposals and director nominations for the 2023 Annual Meeting			121

Miscellaneous			121

Annual Meeting Q&A			123

Other matters			128


		6		/		EXL 2022 Proxy Statement

LOGO

2022 Proxy Statement summary

2022 Proxy Statement summary

Summary

Below is a summary of select 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, 2021 (the “2021 Form 10-K”). We refer to the fiscal year ended December 31, 2021 as “fiscal year 2021,” “fiscal 2021,” and “2021.”

Meeting agenda, voting matters and recommendations*


Voting proposal item				Board vote recommendation

1. Election of directors				FOR the election of each nominee (pg. 108)

Required vote: Affirmative vote of a majority of votes cast

2. Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan				FOR (pg. 110)

Required vote: Affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote

3. Ratification of appointment of independent registered public accounting firm				FOR (pg. 117)

Required vote: Affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote

4. Advisory (non-binding) vote on executive compensation				FOR (pg. 119)

Required vote: Affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote
* Virtual attendance at our Annual Meeting will constitute presence in person for purposes of quorum and voting at the Annual Meeting.


Annual meeting information

		Time and date:
		8:30 AM (Eastern Time) June 21, 2022

		Record date:
		April 22, 2022

		Place:
		Virtual format only via live audio webcast

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

Voting methods



		Internet (pre-meeting):
		www.proxyvote.com

		Mail:
		Follow instructions on the Internet notice

		Phone:
		Call the number listed on the Internet notice

		Electronically:
		Attend the Annual Meeting and vote electronically

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 124 for additional details.


		EXL 2022 Proxy Statement		/		7

2022 Proxy Statement summary

Our business

We are a leading global data analytics and digital operations and solutions company that partners with clients to improve business outcomes and unlock growth. Bringing together deep domain expertise with robust data, powerful analytics, cloud, artificial intelligence (“AI”) and machine learning (“ML”), we create agile, scalable solutions and execute complex operations for the world’s leading corporations in industries including insurance, healthcare, banking and financial services, media, and retail, among others. Focused on driving faster decision-making and transforming operating models, EXL was founded on the core values of innovation, collaboration, excellence, integrity and respect. Headquartered in New York, our team is over 39,000 strong, with more than 50 offices spanning six continents.


Company 3 year performance
	Revenue (Year-over-year growth %)

*Revenue by segment information ($ in millions)*	2019 YOY%			2020 YOY%			2021 YOY%
Insurance		$346.4	11.3%		$341.8	-1.3%		$382.0	11.8%
Healthcare		97.5	8.5%		101.2	4.0%		112.4	10.9%
Emerging Business		190.1	-3.4%		152.7	-19.7%		167.2	9.5%
Analytics		357.3	25.3%		362.7	1.5%		460.7	27.0%
Consolidated		$991.3	12.3%		$958.4	-3.3%		$1,112.3	17.1%

Income Statement highlights (fiscal year 2021)

•

Our annual revenues increased 17.1% from $958.4 million in fiscal year 2020 to $1.12 billion in fiscal year 2021. Analytics revenue increased 27.0% and digital operations and solutions revenue increased 11.1%. Analytics revenue represents 41% of total revenue up from 38% in 2020. Revenue growth was broad-based across our businesses with our Top 10 clients’ revenue growing by 22.0%.

•

Profitability improved with our operating income margin increasing by 240 basis points from 11.5% in 2020 to 13.9% in 2021. We managed our expenses effectively with increased utilization of our people and facilities partially offset by higher sales and marketing expenses.

•

We improved our net income attributable to stockholders by 28.3% to $114.8 million.

•

Diluted EPS increased from $2.59 to $3.35, an increase of 29.3%.

Balance Sheet highlights (as of December 31, 2021)

•

Our balance sheet remains strong. Our cash and short-term investments at December 31, 2021 was $314 million and our debt was $260 million, for a net cash position of $54 million. We generated cash flow from operations in 2021 of $184 million.

•

During the year, we settled our Senior Convertible Notes due 2024 and returned capital to stockholders by repurchasing $115.6 million of our shares in 2021, up from $77.8 million in 2020.

Other highlights for 2021

•

We purchased Clairvoyant, a global data, AI and cloud services firm for $80 million and continued to invest in our business for future growth with capital expenditures of $37 million.

•

We added approximately 5,000 employees to our global work force, mainly in our delivery centers.


		8		/		EXL 2022 Proxy Statement

LOGO

2022 Proxy Statement summary

Total stockholder return

The graphs below compare our 1-year, 3-year and 5-year cumulative total stockholder return (“TSR”) as of December 31, 2021 with the median TSR for companies comprising Nasdaq, S&P 600 and our peer group.

1-Year TSR

LOGO

3-Year TSR

LOGO

5-Year TSR

LOGO

Our purpose and core values

LOGO


		EXL 2022 Proxy Statement		/		9

2022 Proxy Statement summary

Corporate governance highlights

Based on current board profile and practices (including our eight director nominees, and one of our directors who currently serves on our board, but will not be standing for reelection)

Board of directors composition

• Nine directors, all of whom are independent, except for our Vice Chairman and CEO

• Independent board chairman

• Seasoned board of directors, with diverse experience, including in human capital management, corporate sustainability, insurance, healthcare, utilities, consulting, banking and financial services, finance/accounting, global business and technology

• Diversity in age, ethnicity, gender and other important characteristics

• Declassified board

Board accountability

• Majority voting standard for uncontested elections

• Annual board- and committee-level evaluations

• Regularly-held executive session of non-management directors

• Robust executive and director equity ownership guidelines

• Independent board of directors evaluation of CEO performance and compensation

Governance practices

• Regular executive sessions

• Standing board committees composed solely of independent chairs and members

• Equity ownership guidelines

• Independent compensation consultant

• Board risk oversight and assessment

• Board committee oversight over sustainability efforts

• Director training and education

• Simultaneous service restrictions

• Active stockholder engagement program addressing strategy, performance and governance

Board tenure

LOGO

Gender diversity

LOGO

Racial and ethnic diversity

LOGO

Age distribution

LOGO


		10		/		EXL 2022 Proxy Statement

LOGO

2022 Proxy Statement summary


Director qualifications Our board of directors reflects an effective and diverse mix of skills, background and experience appropriate for our Company and industry. Our directors have the following attributes: • Executive leadership experience • Board experience • Finance and accounting expertise • Client and industry expertise • Global experience • Risk oversight/management expertise • Human capital management expertise • Diverse backgrounds • Experience in environmental, social and governance matters • Strategic insight • Commitment to accountability, excellence and continuous improvement • Commitment to driving our growth and success	Board independence
	Board refreshment
	Additions	Exits
	2021 Kristy Pipes	2021 David Kelso Deborah Kerr
		2022 Garen Staglin

Board diversity matrix



Total number of directors:	9

	Female	Male	Non-binary	Did not disclose gender

Part I: Gender identity

Directors	3	6	—	—

Part II: Demographic background

African American or Black	—	—	—	—

Alaskan Native or Native American	—	—	—	—

Asian	—	4	—	—

Hispanic or Latinx	—	—	—	—

Native Hawaiian or Pacific Islander	—	—	—	—

White (other than Middle Eastern)	3	2	—	—

Middle Eastern	—	—	—	—

Two or more races or ethnicities	—	—	—	—

LGBTQ+	—	—	—	—

Did not disclose demographic background	—	—	—	—


		EXL 2022 Proxy Statement		/		11

2022 Proxy Statement summary

Skills matrix

LOGO

Finance
and
accounting

Executive
leadership

Public
company
governance

Analytics

Human capital
management

Digital
operations
and solutions

Marketing

Global
experience

Risk
oversight and
management

Information
and cyber
security

ESG

Mergers
and

acquisitions

Vikram Pandit

✓

Rohit Kapoor

✓

Anne Minto

✓

Som Mittal

✓

Clyde Ostler

✓

Kristy Pipes

✓

Nitin Sahney

✓

Garen Staglin

✓

Jaynie Studenmund

✓


		12		/		EXL 2022 Proxy Statement

LOGO

2022 Proxy Statement summary

Nominees for election as directors


Name	Director since	Business Experience*	Committee membership

Vikram Pandit *Chairman*	October 2018	Chairman and Chief Executive Officer of Orogen Group; former Chairman of TGG Group and former Chief Executive Officer of Citigroup Inc.	Audit Committee; Nominating and Governance Committee

Rohit Kapoor *Vice Chairman*	November 2002	Co-founded the Company in 1999; Vice Chairman and CEO of the Company since 2012	None

Anne Minto	March 2013	Former Global Human Resources Director for Centrica plc, former CHRO for Smiths Group plc	Compensation Committee; Nominating and Governance Committee

Som Mittal	December 2013	Former Chairman and President of NASSCOM; various corporate leadership roles in the IT industry including at Wipro, Compaq, Digital and HP	Compensation Committee; Nominating and Governance Committee

Clyde Ostler	December 2007	Former executive for Wells Fargo, whose roles included Group Executive Vice President, Chief Financial Officer and Chief Auditor	Audit Committee; Compensation Committee

Kristy Pipes	January 2021	Former Chief Financial Officer of Deloitte Consulting; various leadership roles in the financial services industry, including at Transamerica Life Companies and First Interstate Bank of California	Audit Committee (Chair); Compensation Committee

Nitin Sahney	January 2016	Founder and Chief Executive Officer of Pharmacord, LLC; former President and CEO of Omnicare Inc.	Nominating and Governance Committee (Chair); Audit Committee

Jaynie Studenmund	September 2018	Former Chief Operating Officer of Overture Services, Inc.; former President & Chief Operating Officer, PayMyBills; former Executive Vice President and Head of Consumer and Business Banking for First Interstate of California	Compensation Committee (Chair); Audit Committee
*A complete list of each nominee’s business experience and directorships is listed below beginning on page 20.


		EXL 2022 Proxy Statement		/		13

2022 Proxy Statement summary

Sustainability

At EXL, we believe that there is always a better way; we look deeper, find it, and make it happen. This purpose informs our corporate culture, which, in turn, is rooted in our five core values. In line with our purpose, values and culture, we are committed to finding a better way through sustainability initiatives that are key to our long-term strategy and benefit our stockholders, clients, employees and communities. See “Sustainability” beginning on page 45 below for more details on our recent accomplishments in sustainability.

LOGO


		14		/		EXL 2022 Proxy Statement

LOGO

2022 Proxy Statement summary

2021 Compensation highlights

Named Executive Officers


Name		Title

Rohit Kapoor		Vice Chairman and CEO

Maurizio Nicolelli		Executive Vice President and CFO

Vikas Bhalla		Executive Vice President and Business Head, Insurance

Vivek Jetley		Executive Vice President and Business Head, Analytics

Samuel Meckey		Executive Vice President and Business Head, Healthcare

2021 Standard annual compensation


Compensation component	Rohit Kapoor		Maurizio Nicolelli		Vikas Bhalla⁽³⁾		Vivek Jetley		Samuel Meckey

Salary		$742,603		$475,000		$276,716		$415,068		$437,808

Non-equity incentive plan compensation		2,050,000		640,498		444,718		586,146		577,214

Equity awards ⁽¹⁾		7,209,918		2,220,441		2,711,454		2,429,371		2,321,257

Other compensation ⁽²⁾		31,068		109,204		35,899		9,204		9,204

Total		$10,033,589		$3,445,143		$3,468,787		$3,439,789		$3,345,483

(1) Equity award values reflect equity grants in 2021 with time-based restricted stock units valued based on grant date fair market value and TSR linked performance-based restricted stock units valued using Monte Carlo fair market valuation.

(2) For each named executive officer, this category includes, if applicable, his perquisites and personal benefits, hiring bonus, 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 2021 is provided in the “Summary compensation table for fiscal year 2021” beginning on page 83.

(3) Mr. Bhalla is based in Delhi, India. Certain of his compensation components, as described herein, are paid in Indian rupees (INR), and are converted for comparison purposes at 74.33 INR to 1 USD, which was the exchange rate on December 31, 2021.

On an annual basis, we submit to our stockholders a vote to approve, on a non-binding advisory basis, 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, beginning on page 60 for a complete description of our 2021 compensation program.

Below are a few highlights of our executive compensation:

•

Compensation philosophy: Our executive compensation philosophy is focused on pay-for-performance and is designed to reflect appropriate governance practices aligned with the needs of our business, and includes, among others, the following features: clawback policy; robust stock ownership guidelines for executives (and non-employee directors); limited perquisites; no tax gross-ups; and an anti-hedging and anti-pledging policy. See “Executive compensation program, practices and policies” beginning on page 66 below.


		EXL 2022 Proxy Statement		/		15

2022 Proxy Statement summary

•

99% Say-on-Pay approval of 2020 compensation: At our 2021 Annual Meeting of Stockholders, our stockholders approved, on a non-binding advisory basis, the compensation paid to our named executive officers for fiscal year 2020. Over 99% of the votes present in person or by proxy (excluding broker non-votes) voted in favor of fiscal year 2020 compensation.

•

Annual bonus program based upon financial performance criteria: Our Compensation Committee approved the continued use of our annual bonus program, which was based upon the following performance criteria for 2021:

–

Company wide metrics (75%)—Adjusted earnings per share (“EPS”), revenue, and adjusted operating profit margin (“AOPM”)

–

Individual metrics (25%)—Linked to areas of performance that are specific to each executive

•

Long-term equity incentive program: We also continued our equity incentive program, which includes granting a balanced mix of time-vested restricted stock units and performance-based restricted stock units. The performance-based restricted stock units were comprised of relative total stockholder return-linked restricted stock units. In addition, in September 2021, we made additional equity grants to certain executive officers (other than our CEO) of restricted stock units that are subject to time-based vesting as well as a post-settlement holding period to encourage stock ownership by our executives and promote retention. See “Long-term equity incentives” beginning on page 76 below for more details.

•

2021 performance: We delivered the following revenue, Adjusted EPS, and AOPM (as described below) performance:

–

Annual incentive program: As measured under our annual incentive plan, we delivered 118.77% of our Adjusted EPS target, 103.83% of our revenue performance target, and 116.49% of our AOPM target resulting in annual incentive payout calculations for our named executive officers, ranging from 176% of target performance to 188% of target performance. Our Compensation Committee did not make adjustments to the performance targets that had previously been set.

–

Equity incentive program: This was the third and final performance year for the 2019 performance-based restricted stock units. We achieved 96.65% of the revenue target for the revenue-linked restricted stock units resulting in 66.52% of target funding of those grants. The Company’s TSR performance was at the 87.23 percentile amongst its peer group, resulting in the executives earning 200% of the target funding of those grants. In the aggregate the 2019 performance-based restricted stock units resulted in the vesting of shares at 133.25% of target performance. No adjustments were made to the 2019 performance-based restricted stock units or the associated performance targets to account for the impact of the COVID-19 pandemic in the 2020 or 2021 fiscal year.


		16		/		EXL 2022 Proxy Statement

LOGO

2022 Proxy Statement summary

Compensation mix

Vice Chairman & CEO

compensation mix

NEO compensation mix

(Excluding Vice Chairman & CEO)

LOGO

* Base salary also includes other compensation


		EXL 2022 Proxy Statement		/		17

Our board of directors

Our board of directors

Our board of directors currently consists of nine directors (including our eight director nominees, and one of our directors who currently serves on the board, but will not stand for reelection) with diverse experience, including in analytics, digital operations and solutions, client industries, information and cybersecurity, human capital management, ESG, and finance and accounting, among others. The following tables include a summary of our board composition by age, gender, tenure and independence.


		18		/		EXL 2022 Proxy Statement

LOGO

Our board of directors

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

Director nominees

We believe that our director nominees and continuing directors, individually and together as a whole, possess the requisite skills, experience and qualifications necessary to maintain an effective board to serve the best interests of the Company and its stockholders described below under “Director qualifications” (see pages 32-33).

In addition to satisfying these general qualifications considered by the Nominating and Governance Committee in connection with a director nomination, Vikram S. Pandit was appointed to the Board on October 4, 2018 as a director pursuant to the terms of an Investment Agreement, dated as of October 1, 2018 (the “Investment Agreement”), between the Company and Orogen Echo LLC (the “Purchaser”), an affiliate of The Orogen Group LLC (“The Orogen Group”). On August 27, 2021, we entered into a Payoff and Termination Agreement with the Purchaser, pursuant to which the Investment Agreement, including the Purchaser’s board appointment right, was terminated.


		EXL 2022 Proxy Statement		/		19

Our board of directors

Board of directors

The names, ages and principal occupations (which have continued for at least the past five years unless otherwise indicated) and 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 are set forth below. There are no family relationships among any of our directors or executive officers.

Nominees for election at the Annual Meeting

Vikram S. Pandit

Director since October 2018 | Chairman of the Board since 2022

Independent


						Age: 65 — 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. The Company has concluded, based in part on Mr. Pandit’s more than 30 years of experience in the financial services industry, including his experience as Chief Executive Officer, and a member of the board of directors, of Citigroup Inc. (NYSE: C), that Mr. Pandit should serve as a director. Committees: • Audit; Nominating and Governance Business experience* • Chairman and Chief Executive Officer, The Orogen Group LLC (July 2016 - present) • Chairman, TGG Group (February 2014 - June 2016) • Chief Executive Officer, Citigroup Inc. (December 2007 - October 2012) Public directorships during past five years • Director and member of the nominating and governance and finance committees, Virtusa Corporation (NASDAQ: VRTU) (2017 - 2021) • Lead Independent Director, chair of the human resources and compensation committee and member of the corporate governance and nominating committee, former member of the audit committee, Bombardier Inc. (TSX: BBD) (2014 - 2021) Other relevant experience • Director, Citigroup Inc. (December 2007 - October 2012) • Director, Fair Square Financial Holdings (2017 - 2021) • Director, Westcor Land Title Insurance Company (2020 - present) • Chairman, JM Financial Credit Solutions Ltd. (2014 - present) • Member of the Board of Overseers of Columbia Business School • Member of the Board of Visitors of Columbia School of Engineering and Applied Science
		SKILLS
		Finance and accounting
		Executive leadership (within the last 5 years)
		Public company governance
		Analytics
		Human capital management
		Digital operations and solutions
		Global experience
		Mergers and acquisitions

* Audit committee financial expert under applicable SEC rules and regulations


		20		/		EXL 2022 Proxy Statement

LOGO

Our board of directors

Rohit Kapoor

Director since November 2002 | Vice Chairman and CEO since April 2012

Non-independent


						Age: 57 — co-founded EXL in April 1999 and has served as our Vice Chairman and CEO since April 2012 and as a director since November 2002. He previously served as our President and CEO from May 2008 to March 2012. Mr. Kapoor’s business experience and directorships are detailed below. The Company has concluded that, in connection with Mr. Kapoor’s experience as a founder and current role as CEO of the Company, Mr. Kapoor should serve as a director. Committees: N/A Business experience at the Company • Vice Chairman and CEO (2012 - present) • President and CEO (2008 - 2012) • Various senior leadership roles, including CFO and COO (2000 - 2008) Other business experience • Business head, Deutsche Bank, a financial services provider (1999 - 2000) • Various capacities at Bank of America in the United States and Asia, including India (1991 - 1999) Public directorships during past five years • Lead independent director, director and member of the audit committee, CA Technologies, Inc. (NASDAQ: CA), a software services company (2012 - 2018) Other relevant experience • Member, Board of Directors, American India Foundation (AIF) • Member, Board of Directors, Pratham (Tristate Chapter)
		SKILLS
		Finance and accounting
		Executive leadership (within the last 5 years)
		Public company governance
		Analytics
		Human capital management
		Digital operations and solutions
		Marketing
		Global experience
		Risk oversight and management
		Mergers and acquisitions


		EXL 2022 Proxy Statement		/		21

Our board of directors

Anne E. Minto

Director since March 2013

Independent


				Age: 68 — is a qualified lawyer and member of the Law Society of Scotland. Ms. Minto’s business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Minto’s extensive experience as a member of international company boards and management in the human resources field and her expertise in human capital management, together with her knowledge and experience of the European business and regulatory environment, that Ms. Minto should serve as a director. Committees: • Compensation, Nominating and Governance Business experience • Qualified lawyer and member of Law Society of Scotland • Group director, human resources and member of the executive committee, Centrica plc, an energy and services company (2002 - 2011) • Prior senior management roles at Shell UK and Smiths Group plc Public directorships during past five years • Non-executive director, chairman of the remuneration committee, Tate & Lyle plc (LSE: TATE), a global provider of specialty food products (2012 - 2021) • Non-executive director, chairman of the remuneration committee and member of the nomination and governance committee, Shire plc (NASDAQ: SHPG, LSE: SHP), a global biopharmaceutical company (2010 - 2019) Other relevant experience • Non-executive director, Court of the University of Aberdeen • Chairman, University of Aberdeen Policy and Resources Committee • Fellow, Chartered Institute of Personnel & Development and the City and Guilds of London Institute • Fellow, Chartered Institute of Management • Recipient, Order of the British Empire for services to the U.K. engineering industry (2000)
		SKILLS
		Finance and accounting
		Executive leadership
		Public company governance
		Human capital management
		Global experience
		Risk oversight and management
		ESG
		Mergers and acquisitions


		22		/		EXL 2022 Proxy Statement

LOGO

Our board of directors

Som Mittal

Director since December 2013

Independent


						Age: 70 — has held various corporate leadership roles in the IT industry since 1989 and also has extensive experience in the engineering and automotive sectors. His business experience and directorships are detailed below. The Company has concluded, based in part on Mr. Mittal’s business experience as President of NASSCOM, his knowledge of the global outsourcing industry and his expertise in corporate sustainability and responsibility, that Mr. Mittal should serve as a director. Committees: • Compensation, Nominating and Governance Business experience • Chairman and President, NASSCOM, a trade body for the IT and business process management industries in India (2008 - 2014) • Prior leadership roles at Wipro, Digital, Compaq and HP • Prior executive roles at Larsen and Toubro, Escorts and Denso Public directorships during past five years • Director and member of clinical quality and innovation committee, Apollo Hospitals Enterprise Limited (NSE: APOLLOHOSP), a healthcare services provider (2021 - present) • Director and chairman of audit committee, Sheela Foam Ltd. (NSE: SFL), a manufacturing company (2016 - present) • Director and member of audit and risk management committee, Cyient Ltd. (NSE: CYIENT), an engineering design services company (2014 - 2022) • Director and chairman of customer service committee and IT strategy committee, member of nomination and remuneration committee and other committees, Axis Bank, Ltd. (NSE: Axis), a financial services company (2011 - 2019) Other directorships • Director, Tata SIA Airlines, Ltd., an Indian airline joint venture between TATA and Singapore Airlines with Indian and international operations (2015 - present) • Non executive Independent Director and Chairman, Vodafone India Services India Pvt Ltd., an Indian shared services company that is wholly owned, operated and controlled by Vodafone Group Plc (“Vodafone”) and provides information technology and networks services, among others, to Vodafone (2020 - present) Other relevant experience • Former member, Board of Governors, Indian Institute of Corporate Affairs • Former Committee Member, Indian Prime Minister’s National e-Governance Program • Member of the governing body of Axis Bank Foundation, a non-profit organization, and member of board of governors of academic institutions
		SKILLS
		Finance and accounting
		Executive leadership
		Public company governance
		Human capital management
		Digital operations and solutions
		Global experience
		Risk oversight and management
		Information and cybersecurity
		ESG


		EXL 2022 Proxy Statement		/		23

Our board of directors

Clyde W. Ostler

Director since December 2007

Independent


						Age: 75 — is a retired executive of Wells Fargo and during his 40-year tenure held numerous senior leadership positions within that organization, including as Chief Financial Officer. The Company has concluded, based in part on Mr. Ostler’s business experience through his positions at Wells Fargo & Co., that Mr. Ostler should serve as a director. Committees: • Audit, Compensation Business experience* • Leadership positions within Wells Fargo, including: Group Executive Vice President, Wells Fargo & Co., Vice Chairman, Wells Fargo Bank California NA, President, Wells Fargo Family Wealth, Vice Chairman in the Office of the President, Chief Financial Officer, Chief Auditor, Head of Retail Branch Banking, Head of Information Technology, Head of Institutional and Personal Investments and Head of Internet Services • Served on the Senior Management Committee of Wells Fargo for over 25 years Public directorships during past five years • Director, McClatchy Company, a media company (NYSE: MNI) (2013 - 2020) Other directorships • Advisory Director Emeritus, FTV Capital, a private global investment company Other relevant experience • Director’s Advisory Council, Emeritus, Scripps Institution of Oceanography
		SKILLS
		Finance and accounting
		Executive leadership
		Public company governance
		Marketing
		Risk oversight and management

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


		24		/		EXL 2022 Proxy Statement

LOGO

Our board of directors

Kristy Pipes

Director since January 2021

Independent


						Age: 62 — is a leader in the consulting and financial services industry. Ms. Pipes’s business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Pipes’s experience as the Chief Financial Officer and as a member of the Management Committee of Deloitte Consulting, LLP and her expertise in the consulting and financial services industry that Ms. Pipes should serve as a director. Committees: • Audit (Chair); Compensation Business experience* • Chief Financial Officer, member of the Management Committee and various leadership positions, Deloitte Consulting LLP, a management consulting firm (1999 - 2019) • Vice President and Manager, Finance Division, Transamerica Life Companies (1997 - 1999) • Senior Vice President and Chief of Staff for the President and CEO, among other senior management positions, First Interstate Bank of California (1985 - 1996) Public directorships during past five years • Director and chair of the audit committee, and member of the nominating/corporate governance committee, PS Business Parks, Inc. (NYSE: PSB), a commercial property real estate investment trust (2019 - present) • Director and chair of the audit committee, and member of the nominating/corporate governance committee, Public Storage (NYSE: PSA), an international self storage company (2020 - present) Other relevant experience • Director and chair of the audit committee, and member of the nominating/corporate governance committee, Savers, Inc., one of the world’s largest thrift retailers
		SKILLS
		Finance and accounting
		Executive leadership (within the last 5 years)
		Public company governance
		Analytics
		Human capital management
		Global experience
		Risk oversight and management
		Information and cybersecurity

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


		EXL 2022 Proxy Statement		/		25

Our board of directors


Nitin Sahney Director since January 2016		Independent
		Age: 59 — Is a leader in the healthcare industry with over 25 years of experience across all areas of healthcare. Mr. Sahney’s business experience and directorships are detailed below. The Company has concluded, based in part on Mr. Sahney’s experience as CEO of PharmaCord and Omnicare, Inc. and his expertise in the healthcare industry garnered from more than two decades of experience, that Mr. Sahney should serve as a director. Committees: • Nominating and Governance (Chair); Audit Business experience • Founder, Member-Manager and Chief Executive Officer, PharmaCord, LLC, a company that helps biopharma manufacturers address product access hurdles (2016 - present) • Operating Advisor, Clayton Dubilier & Rice Funds, a private equity firm (2016 - 2017) • President and CEO (2014 - 2015) and President and COO (2012 - 2014) of Omnicare Inc., a former New York Stock Exchange-listed Fortune 500 company in the long-term care and specialty care industries • Manager of a healthcare investment fund (2008 - 2010) • Founder and CEO of RxCrossroads, a specialty pharmaceutical company (2001 - 2007) • Prior leadership positions with Cardinal Healthcare, a global healthcare services and products company Public directorships during past five years • Director, Option Care Enterprises, Inc. (NASDAQ: OPCH) (2019 - present) Other relevant experience • Member of the Board of Trustees, University of Louisville (2017 - 2019)
	SKILLS Finance and accounting
	Executive leadership (within the last 5 years)
	Public company governance
	Mergers and acquisitions


		26		/		EXL 2022 Proxy Statement

LOGO

Our board of directors


Jaynie M. Studenmund Director since September 2018		Independent
		Age: 67 — is a seasoned executive with significant experience as a top line executive leading financial services and digital companies. She also has extensive experience as a public company director. Ms. Studenmund’s business experience and directorships are detailed below. The Company has concluded, based in part on Ms. Studenmund’s extensive public company board experience, together with her knowledge and experience in the digital, financial services, health care and consumer business sectors, and her expertise in compensation and corporate governance, that Ms. Studenmund should serve as a director. Committees: • Compensation (Chair), Audit* Business experience • Chief Operating Officer, Overture Services, a pioneer in paid search and search engine marketing (2001 - 2004) • President & Chief Operating Officer, PayMyBills, the leading consumer bill payment and presentment company (1999 - 2001) • Previously for over two decades served as Executive Vice President and Head of Consumer and Business Banking for three of the nation’s largest banks at the time and primarily for First Interstate of California. Today, these three banks form the backbone of Chase’s and Wells Fargo’s consumer business in California following the era of bank consolidation. • Management Consultant, Booz, Allen & Hamilton Public directorships during past five years • Director and chair of the compensation committe and member of the risk management committee, Pacific Premier Bancorp (Nasdaq: PPBI), a top performing regional bank (2019 - present) • Director and member of the contracts committee, audit committee and nomination and governance committee, Western Asset Management funds, a major global fixed income fund, and director of affiliated funds for Western Asset Management (2004 - present) • Director and chair of the compensation committee and member of the nomination and governance committee, CoreLogic, Inc. (NYSE: CLGX) until its acquisition in 2021 (2012 - 2021) • Director, compensation committee chair and member of the compliance committee, Pinnacle Entertainment (Nasdaq: PNK) until its acquisition in 2018 (2012 - 2018) Other relevant experience • Board Leadership Fellow and member of the Directorship 100 for excellence in board service, National Association of Corporate Directors • Life trustee and board chair, Huntington Health, affiliate of Cedars Sinai Health System • Founder and board member, Enduring Heroes Foundation
	SKILLS
	Finance and accounting
	Executive leadership
	Public company governance
	Analytics
	Human capital management
	Digital operations and solutions
	Marketing
	Global experience
	Risk oversight and management
	ESG
	Mergers and acquisitions












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


		EXL 2022 Proxy Statement		/		27

Corporate governance

Corporate governance

Director independence

In determining director independence, the board of directors considered the transactions and relationships set forth below under “Certain Relationships and Related Person Transactions—Related Party Transactions” and routine service arrangements between the Company and each of Fair Square Financial (“FSF”), Virtusa Corporation (“Virtusa”) and Westcor Land Title Insurance Company (“Westcor”). During 2021, one of our directors, Mr. Pandit, served as a non-executive director and, through his ownership in The Orogen Group (see below for information on Mr. Pandit’s relationship with The Orogen Group), owned an immaterial indirect equity interest, in each of FSF (until October 2021) and Virtusa (until February 2021) and Westcor; Mr. Pandit is not, and was not during 2021, a partner, controlling shareholder or executive officer of either FSF, Virtusa or Westcor.

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

We expect our directors to attend all board of directors meetings and meetings of committees on which they serve. We also expect our directors to spend sufficient time and meet as frequently as necessary to discharge their responsibilities properly. Each director attended at least 90% of the aggregate meetings of our board of directors and the committees on which they served during 2021; all but two directors had 100% attendance record for all such meetings. It is our policy that all of our directors standing for election should attend our Annual Meetings of Stockholders absent exceptional cause, and all of our then-incumbent directors attended the 2021 Annual Meeting of Stockholders.

Board and committee meetings in 2021




Board meetings	Audit Committee meetings	Nominating and Governance Committee meetings	Compensation Committee meetings


7	6	5	7


		28		/		EXL 2022 Proxy Statement

LOGO

Corporate governance

Corporate governance framework

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

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


		Governance policies Our Corporate Governance Guidelines and other governance policies, including our committee charters and Code of Conduct and Ethics, codify our corporate governance framework.
		The Corporate Governance Guidelines address Board responsibilities and conduct, director qualifications and membership matters, director orientation and continuing education, Board and committee meetings, and share ownership by non-management directors, among other topics.				Our Code of Conduct and Ethics is applicable to our directors, officers and fully and part-time employees, and anyone who works on EXL’s behalf, including suppliers, subcontractors and partners, and details how they should conduct themselves when dealing with fellow employees, clients, suppliers, partners, competitors and the general public. Our Code of Conduct and Ethics is reviewed annually by the Audit Committee and audited periodically as part of our compliance and legal audits. Each of our employees and contractors receives periodic training on the Code. We encourage our employees to speak up and raise concerns promptly about any situation that they believe may violate our Code of Conduct and Ethics or the law and we are committed to responding promptly to any concerns. Our Corporate Governance Guidelines, committee charters, and other corporate governance policies are all available on our website at https://ir.exlservice.com/corporate-governance.

		Our committee charters specifically set out the authority and responsibilities of the Committees of the board.


		EXL 2022 Proxy Statement		/		29

Corporate governance

Beyond the board room


					Director onboarding
								All new directors participate in an orientation program shortly after their election, which is overseen by the Nominating and Governance Committee of the board, includes site visits and
					presentation by senior management to familiarize new directors with EXL’s strategic and business plans, as well as our significant financial, accounting and risk management matters, our compliance programs, our corporate governance framework, and our principal officers, and independent and internal audit teams.

					Employee and stockholder engagement
								Our board members are generally invited to visit any of EXL’s offices and have complete and open access at any time to our management and employees. Our board members also take part in
					EXL company initiatives in which they can engage with our non- management level employees directly. For example, Ms. Studenmund, a board member, participated in a fireside chat webinar for International Women’s Day in 2021 on gender equity in the business world, which was made available to our employees. Additionally, in 2021, Mr. Sahney and Ms. Studenmund each participated in our stockholder engagement program, joining management in direct discussions with our stockholders. See "Corporate governance—stockholder engagement."


		Director continuing education
				We also encourage our board members to participate in director continuing education, and provide our directors with materials relating to director continuing education opportunities, and
		reimbursements for attending such courses. For example, Mr. Kapoor attended the KPMG Board Leadership Conference titled “Courage and Leadership” in early 2021, Ms. Minto participated in the Deloitte Annual Board Symposium hosted by the Center for Board Effectiveness, and Ms. Pipes participated in several courses and trainings on cybersecurity, among other topics, including through the Digital Directors Network throughout the year. Our board members also receive regular updates on corporate governance, social and environmental matters, executive compensation developments and trends, accounting standards changes, risk management matters and other legal and other topics of interest from our internal and external counsel, our independent auditors and third-party advisors. We maintain a subscription for board members to the National Association of Corporate Directors (the “NACD”), an authority on elevating board leadership and promoting board best practices. Certain of our directors are involved in industry-level governance matters. For example, Mr. Mittal is the former president and chairman of the National Association of Software and Service Companies (“NASSCOM”), an Indian trade association and governance group focused on the information technology and business process outsourcing industry, a group in which we and many of our U.S. peer companies with operations in India are members. He advises NASSCOM on best practices for corporate governance within the industry. Additionally, Ms. Studenmund is an NACD Board Leadership Fellow, a credential awarded to her for her completion of the NACD Master Class and her ongoing participation in director education programs and events that enable her to stay up-to-date on emerging corporate governance matters. She was also recently recognized as a member of NACD’s Directorship 100 for her leadership in corporate governance.

LOGO

Anne Minto

Independent director

Kristy Pipes

Independent director

Rohit Kapoor

Vice Chairman

and CEO

Jaynie Studenmund

Independent director

Som Mittal

Independent director

Nitin Sahney

Independent director


		30		/		EXL 2022 Proxy Statement

LOGO

Corporate governance

Board leadership structure

LOGO

Vikram Pandit

Independent Chairman

LOGO

Rohit Kapoor

Vice Chairman and CEO

Our board of directors is currently led by Vikram Pandit, 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, calls meetings of our board of directors to order and acts as the chairman 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, 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. Our Corporate Governance Guidelines provide that in the absence of our Chairman, our Lead Director (if there is a Lead Director serving at such time) or, in the absence of the Lead Director, a director chosen by the directors meeting in executive session, presides at all executive sessions.

Consolidating the Vice Chairman and CEO positions allows our CEO to contribute his experience and perspective regarding management and leadership of the Company towards the goals of improved corporate governance and greater management accountability. In addition, the presence of our Chairman ensures that the board can retain sufficient delineation of responsibilities, such that our Chairman and our Vice Chairman and CEO may each successfully and effectively perform and discharge their respective duties and, as a corollary, enhance our prospects for success. As a result, the Company will 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.


		EXL 2022 Proxy Statement		/		31

Corporate governance

Director qualifications, refreshment and evaluations

Director qualifications

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

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

Key skills and attributes

we look for in board nominees

LOGO Strategic insight

LOGO Critical and innovative thinking

LOGO High ethical standards and integrity

LOGO Mutual respect for other board members

LOGO Ability to debate constructively

LOGO Candid, assertive, open minded

LOGO Availability and commitment to serve

LOGO Commitment to accountability, excellence and continuous improvement

LOGO Commitment to driving our growth and success

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


		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 companies Experience working outside of the United States or with multinational companies, to help facilitate our global expansion.


		32		/		EXL 2022 Proxy Statement

LOGO

Corporate governance


		Board experience Understanding of public company board of director and fiduciary duties, to help provide perspective on corporate governance best practices and related matters.
		Digital operations and solutions Experience with digital operations and solutions, artificial intelligence and machine learning, and other key technologies that are central to our business.
		Client and industry knowledge 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.
		Diverse backgrounds We seek directors with diverse professional and personal backgrounds and perspectives to promote the values of diversity and inclusion from the top and to provide perspective from varying viewpoints.
		Experience in ESG matters Experience in managing ESG matters, incorporating them into business and strategy and associated risks.
		Information and cybersecurity Experience in information and cybersecurity matters, best practices and associated risks.
		Mergers and acquisitions Experience in mergers and acquisitions as a component of business development and strategy.
		Marketing Experience in marketing and branding of multinational companies.


		EXL 2022 Proxy Statement		/		33

Corporate governance

Refreshment


Our Nominating and Governance Committee regularly considers the size and composition of our board (and its committees) on a continual basis with an aim toward creating a balanced board with extensive experience and institutional knowledge, and fresh perspective and insight. Considerations include whether the composition of the board of directors (and its committees) includes sufficient diversity and independent skill sets and background as appropriate for our immediate and long-term strategic needs. These considerations are also informed by discussions with our investors through stockholder engagement. In terms of diversity, our board is 33% diverse in terms of gender and 44% diverse in terms of ethnic/racial diversity. In considering board composition, our Nominating and Governance Committee also considers the length of tenure of the directors as a whole. Following the Annual Meeting, we will have the following balance of tenures:	Board refreshment
	ADDITIONS	EXITS
	2021 Kristy Pipes	2021 David Kelso Deborah Kerr
		2022 Garen Staglin

LOGO

While the Company does not maintain term limits, our Corporate Governance Guidelines provide that the expectations for new directors is a maximum term of ten years. The board actively manages board refreshment and succession planning at the board and committee level. For example, the board generally expects that each member serve on two committees, and that each committee chair serve for a maximum of five years. The board expects that over the next few years, the committee and board composition will continue to change due to rotation and retirement. The Nominating and Governance Committee will identify successors based on the goal of maintaining the board’s overall balance of experience and perspective. A recommendation regarding board (and committee) composition is shared with the full board of directors on an annual basis.


		34		/		EXL 2022 Proxy Statement

LOGO

Corporate governance

Board refreshment process

LOGO


		EXL 2022 Proxy Statement		/		35

Corporate governance

Board evaluations

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

LOGO

Succession planning

Our board of directors is responsible for developing and annually reassessing succession plans for our CEO and other key executive officers of the Company, and preparing contingency plans for interim CEO succession in the event of an unexpected occurrence for board review.


		36		/		EXL 2022 Proxy Statement

LOGO

Corporate governance

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. As an executive director, Mr. Kapoor does not serve on any board committee.


	Financial expert	Audit Committee	Compensation Committee	Nominating and Governance Committee
Vikram Pandit
Anne Minto
Som Mittal
Clyde Ostler
Kristy Pipes
Nitin Sahney
Garen Staglin*
Jaynie M. Studenmund

* Not standing for reelection.


		EXL 2022 Proxy Statement		/		37

Corporate governance

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; business continuity and disaster recovery planning; and ESG-related disclosure, processes and controls. Our Audit Committee’s risk oversight is discussed below beginning on page 41. Our Audit 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 requirement of federal securities laws as well as independence requirements of the Nasdaq Stock Market.

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.

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.

Audit Committee profile

Kristy Pipes, Chair*

Clyde Ostler*

Vikram Pandit*

Nitin Sahney

Jaynie Studenmund*

LOGO

• Accounting and financial reporting processes

• Our independent registered public accounting firm’s appointment and independence

• The audit of our financial statements and internal audit function

• Other key areas including cybersecurity, ESG, litigation, business continuity and disaster recovery, compliance and regulatory enforcement matters

*Audit committee financial expert under applicable SEC rules and regulations

6 committee meetings in 2021


		38		/		EXL 2022 Proxy Statement

LOGO

Corporate governance

Nominating and Governance Committee

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, reviewing composition of the board and committee membership and overseeing board refreshment and director compensation and benefits matters, (ii) developing and recommending to our board of directors Corporate Governance Guidelines, including independence standards, and other board procedures or corporate governance policies, as well as any changes to such guidelines, procedures or policies or to any of our organizational documents; (iii) overseeing our board of director and management evaluations and our director education program, and (iv) overseeing our ESG goals, policies and practices. Our Nominating and Governance 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.

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.


Nominating and Governance Committee profile
Nitin Sahney, Chair Anne Minto Som Mittal Vikram Pandit Garen Staglin
• Reviewing composition of the board, overseeing board refreshment and identifying and recommending board candidates • Developing and recommending governance practices, including our Corporate Governance Guidelines • Overseeing board evaluations • Overseeing our ESG goals, policies and practices

5 committee meetings in 2021

Aside from its role in assessing the board, its committees and individual director effectiveness described above, our Nominating and Governance Committee, together with the Compensation Committee, provides annual reports on our CEO’s performance in respect of certain goals and objectives set by the Nominating and Governance Committee and the board.

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 oversees and reviews the Company’s ESG goals, policies and programs and the Company’s corporate governance policies and practices regularly. Our Nominating and Governance Committee is responsible for reviewing and assessing the adequacy of our organizational documents, and recommending any changes, as well as annually reviewing and assessing 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.


		EXL 2022 Proxy Statement		/		39

Corporate governance

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, as well as our employee benefit policies, programs and administration. Our Compensation Committee 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 also provides oversight with respect to human capital management matters, including diversity, equity and inclusion, and talent and leadership engagement, development, and training. 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.

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 2021, our Compensation Committee retained the services of Farient Advisors LLC (“Farient”), 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.

During 2021, 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.


Compensation Committee profile
Jaynie Studenmund, Chair Anne Minto Som Mittal Clyde Ostler Kristy Pipes Garen Staglin
• Overall compensation risk management, including recommending incentive compensation plans • Retention of advisors or other compensation consultants • Oversight of human capital management matters, including diversity, equity and inclusion • No interlocks or insider participation

7 committee meetings in 2021


		40		/		EXL 2022 Proxy Statement

LOGO

Corporate governance

Board and committee oversight of risk management

Full board oversight

Our board of directors is ultimately responsible for overseeing EXL’s risk management activities as a whole.

Our management is responsible for development of our risk management framework and methodological guidelines. Management is responsible for 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 members of our senior and other management.

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.

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.

Audit Committee

Responsible for primary oversight of our risk management, financial and cyber security risk, risk relating to environmental, social and governance controls and reporting internal and external audit controls and regulatory requirements. Reviews and discusses with management our major financial risk and cyber security exposures and the management has taken to monitor, control and manage such exposures, including our risk assessment and risk management guidelines and policies. Reviews and discusses with other board committees our environmental, social and governance programs and related matters.

Nominating and Governance
Committee

Responsible for risk relating to environmental, social and governance matters, conflicts of interest, and oversight of corporate governance policies and practices as a risk- steps management-related measure.

Compensation Committee

Responsible for executive and employee compensation and retention-related risk, as well as other human capital management-related risk.

LOGO

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 Audit Committee and our full board of directors of new or changing risks affecting us.


		EXL 2022 Proxy Statement		/		41

Corporate governance

Cybersecurity risk management

Given the nature of our business, EXL is highly focused on maintaining a robust and comprehensive program that identifies and manages a broad range of cybersecurity risks on behalf of our clients and their customers, as well as our employees, contractors and any relevant third parties. Our Audit Committee has primary oversight and receives regular briefings throughout the year on all identified and possible cybersecurity-related risks, vulnerabilities and strategic policies and practices from management. At least once a year, our board receives a report from management on the Company’s readiness and capability to reduce the risk of, detect and respond to a cyber-attack. Our cybersecurity team consists of privacy attorneys, qualified technical cybersecurity professionals and business continuity specialists. We also periodically engage third party experts to review and assess our cybersecurity governance and management.

We have invested in our information security posture and protocols to support compliance with our contractual obligations and the laws and regulations governing our activities, as well as best practices for organizational resiliency. These investments include people, processes and technology intended to protect information throughout its life cycle. Each of our employees receives knowledge and awareness training on risk mitigation and management and controls and procedures relating to information security, cybersecurity and data privacy on a regular basis. Our cybersecurity team participates in an annual risk-based audit program, and we also undergo more than 70 external, internal and client audits annually, in part to enable our compliance with the ISO27001, PCI DSS 3.2, HITRUST and SOX 404 standards, among others. We carry out test runs of audits and simulated attacks regularly.

EXL focuses on implementing and maintaining cybersecurity capabilities to identify, protect, detect, respond and recover from cyber threats, incidents and attacks; reduce vulnerabilities and minimize the impact of cyber incidents. We emphasize compliance and institutional governance built upon and supported by policies and processes, tools and technologies, and knowledge and awareness training. EXL takes into account guidance from relevant regulatory and governance bodies, including, among others, the Cyber Security Framework of the National Institute of Standards and Technology and local supervisory authorities in the US, UK and Europe. We are also focusing on recent and proposed regulations in India and recent regulations in South Africa. For more details on our cybersecurity program, see “Sustainability – Cybersecurity at EXL” on page 54.

Environmental, social and governance (“ESG”) risk management

Our board reviews and receives regular reports on ESG and sustainability risks, including those relating to employee safety, environmental-related efforts, human capital management matters, and corporate governance trends and best practices.

Each of our board Committees is involved in oversight over ESG-related risks as relate to matters within their purview. The Nominating and Governance Committee is responsible for overseeing ESG matters generally, including as relates to polices and goals and targets and metrics. The Compensation Committee deals with human capital management matters relating to talent and leadership engagement, development and training, employee compensation and benefits, and diversity, equity and inclusion, among others, and the Audit Committee oversees risks relating to ESG-related disclosure, processes and controls. The full board is regularly briefed on the matters overseen by each Committee.


		42		/		EXL 2022 Proxy Statement

LOGO

Corporate governance

In 2021, we established a new management-level ESG steering committee, which is responsible for setting our sustainability/ESG strategy and risk management, keeping our management and board up-to-date on ESG-related developments, overseeing our internal and external disclosure on ESG matters, and providing implementation support across our Company. The ESG steering committee works in close coordination with the board, and provides the board with advice and assistance in its oversight of ESG risks and other matters. For more details on our ESG and sustainability-related efforts, see “Sustainability” on page 45.

Stockholder engagement


In late 2021, we continued to expand our formal governance-focused stockholder outreach program by offering to meet with stockholders representing approximately 80% of shares outstanding for discussions focusing on governance topics, and engaged with all stockholders that accepted our invitation, representing over 43% of shares outstanding, nearly doubling the percentage of investors engaged by shares outstanding compared to 2020. EXL was represented by our management, members of our legal and investor relationships teams, and board members at these meetings. Two of our independent directors, Ms. Studenmund and Mr. Sahney, each attended certain meetings with stockholders, collectively representing more than 22% of shares outstanding.

Topics discussed included:

•

Board composition and structure

•

Executive compensation

•

Risk oversight

•

Human capital management and company culture

•

Diversity, equity and inclusion efforts

•

Environmental, social and governance efforts

EXL also regularly interacts and shares information with our stockholders through our quarterly earnings calls, investor meetings, SEC filings and publications on our website, among others.

The feedback received from our stockholders is shared with and reviewed by our board, which is used to inform and focus our decisions relating to our governance and sustainability practices and to improve our disclosure.


		EXL 2022 Proxy Statement		/		43

Corporate governance

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.

320 Park Avenue, 29^th Floor

New York, New York 10022

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.

320 Park Avenue, 29^th Floor

New York, New York 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.


		44		/		EXL 2022 Proxy Statement

LOGO

Sustainability

Sustainability

In line with our mission of looking deeper to find a better way for our clients, at EXL we are committed to doing our part as a global citizen to build a better future for us all by operating in a responsible and sustainable manner. We believe that by integrating sustainable practices into our business model, working toward positive social change, and providing transparent reporting on those practices and our progress, we will best able to deliver long-term value to our stockholders while promoting and developing our business, people, communities and the world around us. We refer to these activities as “sustainability” and “environmental, social and governance” or “ESG” throughout this Proxy Statement.

Recent activities

In 2021 and continuing into 2022, we have taken a number of steps to continue improving our sustainability program. These recent activities include:



			1							Forming a cross-functional management level ESG (Environmental, Social and Governance) steering committee that is responsible for setting our sustainability/ESG strategy and risk management, keeping our management and board up-to-date on ESG-related developments, overseeing our internal and external disclosure on ESG matters, and providing implementation support across our Company.

			2							Increasing our ESG engagement, including by: • Becoming a participant in the United Nations Global Compact, a voluntary initiative of more than 13,000 companies whose CEOs have committed to implementing universal sustainability principles and to take steps toward meeting the United Nations Sustainable Development Goals. • Becoming a member of The Conference Board and joining its ESG Center.


			3							Demonstrating our commitment to providing transparency and meaningful disclosure on ESG-related information, including through: • Publishing on our website a Sustainability landing page, which highlights all of our relevant sustainability-related policies, reports, certifications and awards, targets and activities, and is updated on a regular basis, available at www.exlservice.com/about/sustainability. • Publishing our second Annual Sustainability Report developed in accordance with the Global Reporting Initiative (GRI) Standards: Core Option and aligned to the Sustainability Accounting Standards Board (SASB) Software and IT Services Standard (2018), available on the Sustainability page of our website. • Publishing a comprehensive Human Capital Report, including detailed disclosure on our recruitment, training, retention and promotion, diversity, equity and inclusion efforts and community engagement and giving efforts.


			4							Launching a new community engagement focus in 2022 that aims to bring science and technology skills, with a particular emphasis on coding, to women and girls in the communities in which we operate in partnership with various non-profit organizations, in addition to our existing education and skill building initiatives.


		EXL 2022 Proxy Statement		/		45

Sustainability

Community Engagement

EXL is focused on assisting the members of the communities in which we live and work to develop market-relevant skills. We provide programming on skills development for adults and children within our communities:

Skills to Win Initiative

Education as a Foundation Initiative

This initiative focuses on equipping people in our communities with the skills that the market demands. We provide training on employability skills for back-office roles, finance and accounting, and data and analytics and digital capabilities, all coupled with life and workplace skills. In 2021, we moved to a virtual format, and by virtue of our new online delivery, were able to scale the Skills to Win Initiative to have an even broader reach. Skills to Win is opening new doors for employment and earnings for participants in the United States, the Philippines, India, United Kingdom and South Africa. Over the past five years, we have continued to evolve this initiative to reflect new and emerging skills and strengthen the portfolio of courses offered.

This initiative provides school-aged children with a foundation in data and analytics skills, as well as extracurricular activities such as art, music, fitness, and languages, all of which will enable them to position themselves as future leaders. In 2021, we adapted our Education as a Foundation Initiative’s programming to account for new challenges arising from the COVID-19 pandemic. In particular, we transitioned to a blend of online and offline learning platforms, expanded the role of our students’ parents as co-educators, and added a new focus in our content on the physical and mental wellbeing of our students and their families. Like our Skills to Win Initiative, in 2021, we were able to scale this program to reach even more students than we had in the in-person only format.

In 2021, we brought this program to nearly 1,100 people in our communities across the globe.

In 2021, we brought this program to more than 2,700 students worldwide.

Our employees are an integral part of our community strategy, sharing their skills and experience working on advanced digital technologies through volunteering. We also support our employees’ charitable efforts by enabling payroll giving with company matching and recognizing social impact through individual, geography and business unit awards. Our shift to virtual volunteering in response to COVID-19 has made volunteering even easier for our employees, and has enabled us to reach more people through our programming.

As in all aspects of our business, the COVID-19 pandemic had an immediate impact on our approach to community engagement. As we learned more about how COVID-19 was impacting our communities, we reassessed the needs and recalibrated our programs to meet them. For example, in 2020 and 2021, we temporarily routed a portion of our community engagement funding toward COVID-19-related relief efforts, including working with partner organizations to provide access to food and supporting frontline healthcare workers and vulnerable members of society. This initiative reached approximately 131,000 beneficiaries in India in 2021.

Looking forward to 2022, we have added a new area of focus to our Skills to Win Initiative, which is focused on bringing STEM skills- and in particular, coding skills – to women and non-binary people in our communities. As of the date hereof, we have partnered with GirlCode in South Africa, Code First Girls in the United Kingdom, and Women Who Code in the United States.


		46		/		EXL 2022 Proxy Statement

LOGO

Sustainability

Protecting our planet

At EXL, we prioritize environmental stewardship and endeavor to minimize the environmental impact of our operations. We focus on conserving energy, minimizing waste, reducing water and one-time plastics use and developing efficient infrastructure and operations, all in order to reduce our environmental footprint across our global operations.

We provide information relating to greenhouse gas emissions and climate impact in our Sustainability Report. We have participated in the CDP’s Climate Change disclosure program since 2018 and are working to reduce our emissions.

Given that our energy consumption is primarily from our office facilities, we have taken measures to improve energy efficiency including, for example, an enterprise-level retrofit program to transform existing delivery centers into highly efficient buildings with smart automation, using technology such as modular power supplies to conserve energy and optimizing our use of real estate in light of the shift to working from home. Additionally, we have adopted a hybrid in-person and remote work operating model, which will help us to reduce greenhouse gas emissions by decreasing commuting- related travel.

For more information on efforts toward protecting our planet, please refer to our Sustainability Report, available on our website at www.exlservice.com/about/sustainability. We expect to report our 2021 progress in our 2021 Annual Sustainability Report to be published during 2022.

Human rights and sustainable supply chain

Human rights

Our Human Rights Policy details our commitment to human rights and our zero tolerance policy with respect to workplace harassment and discrimination and preventing forced labor and trafficking and other abuses.

Sustainable supply chain

In order to ensure that our suppliers’ business conduct aligns with our expectations, we conduct background investigations of new suppliers to collect information on their policies and performance relating to economic and environmental matters, and human rights, data privacy, product safety and working conditions. In 2021 we began the process of rolling out Supplier Standards of Conduct to suppliers, which sets out


		EXL 2022 Proxy Statement		/		47

Sustainability

commitments relating to creating a more sustainable and responsible world through addressing human rights, labor rights and environmental issues, and ask suppliers to attest to their compliance. We maintain the right to review our suppliers’ practices in the future.

We seek to procure our materials from local suppliers, to the extent feasible.

Our supplier diversity programs encourage the engagement of supplier of diverse backgrounds, including, without limitation, suppliers owned by people belonging to minority groups, women, the gay, lesbian, bisexual and transgender community, and veterans, specially-abled people, and small business enterprises.

Supporting and developing our people

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. We have an active employee relations function to ensure that we regularly communicate with and understand our employees, and are able to swiftly respond to specific needs and concerns as they arise. We periodically conduct employee surveys to monitor our employee satisfaction and engagement.

Headquartered in New York, as of March 31, 2022, we are made up of over 39,000 professionals, with more than 50 offices spanning six continents.

EXL locations

LOGO


		48		/		EXL 2022 Proxy Statement

LOGO

Sustainability

Diversity, equity and inclusion

Diversity, equity and inclusion (“DEI”) is a focus at EXL, as we believe that our employees’ diversity of thought and experience are key to our ability to innovate on a global scale, in line with our long-term corporate strategy. Our DEI program is led by our Chief Human Resources Officer, together with our Diversity and Inclusion Council, and is ultimately overseen by our board. 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 progress of our program and provides execution leadership for specific diversity initiatives.


41%*	18%*	25%*	45%*	65%*

Gender Diversity Company-wide	Gender Diversity Company-wide Vice President and Up	Gender Diversity Senior Management***	Racial and Ethnic Diversity** U.S. Reporting Employees	Racial and Ethnic Diversity** Senior Management

*As of December 31, 2021.

**Any group other than White, Non-Hispanic

***Executive Committee and Operating Committee

Our DEI program is designed around three pillars: capability development, communication and recruitment. Key features of our DEI program are as follows:

LOGO

We seek to improve diversity and inclusion through offering a blend of in-person workshops, virtual sessions, and e-learning programs.

LOGO

We are committed to hiring a diverse workforce and to improving diversity in our senior leadership, and include diversity equity, and inclusion among the guiding principles in our talent acquisition, training and retention practices.

We expect drive greater diversity within our workforce through a combination of promotion within our organization and external hiring, accounting for any attrition of existing employees.

LOGO

Pay equity is an important tenet of our long-term strategy. We completed a pay equity study in 2021 through a third party consultant to review pay variations among our employees, and identify whether any gaps exist that are attributable to factors that are contrary to our mission of Company-wide pay equity, including gender or racial/ethnic group. Our assessments did not reveal any systematic pay inequity.


		We have several Company-wide initiatives aimed at promoting diversity, equity and inclusion and leadership opportunities for our diverse employees, including several initiatives that are focused specifically on supporting and developing women at EXL:
		• Managing Unconscious Bias Training, Company-wide, mandatory training for all employees to bring awareness to and address unconscious bias in the workplace to create a more inclusive workplace

		• Executive Women VP Development Program, a nine-month leadership development program offered to all of our women vice presidents in 2021 that includes virtual courses and workshops on executive leadership offered through Cornell University’s eCornell platform, coaching and mentoring for strategic leadership capability development and leadership conversations between participants and our executive and operating committee members on DEI issues

		• Employee Resource Groups, focus groups of select employee-communities aimed at supporting diverse groups and interests within the Company


		EXL 2022 Proxy Statement		/		49

Sustainability



		• Diversity and Inclusion Springboard – Make your Mark, a six-month certification program for women at the mid- to senior-level for personal and professional advancement

		• “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

		• WE (Women at EXL), a platform with initiatives such as Employee Resource Groups, a mentoring program (WE NURTURE), inner circles, women back to work, web chat series and face-to-face talks

		• In 2021 we expanded our U.S. paid parental leave benefit

Talent recruitment, development and retention

We consider EXL to be a “learning” company, and promote a strong self-learning culture. We have institutionalized a comprehensive set of practices, processes and programs to create an active learning culture and to proactively build market-relevant talent within our Company in four stages:

•

Prejoining: Assessments, development on online learning platforms

•

Onboarding: Company orientation, trainings and informal team meetings

•

Job readiness: Education on client processes, tools and technologies, communication effectiveness and cultural sensitivity

•

Ongoing development: Continued formal learning activities, on the job, supervisor feedback and coaching, regular talent reviews and talent inventory succession, leadership training to identify and develop new leaders

Our capability development framework is focused on developing our employees’ digital and domain expertise and leadership as a means to develop our talent internally. We do this through our learning academies, and through partnerships with industry organizations, institutes, business schools and consulting firms. In 2021, we continued to use our capability ecosystem that permits our employees to engage in self-directed learning by participating in collaborative trainings that are personalized to their interests and positions and are delivered virtually from any location, at any time.


		50		/		EXL 2022 Proxy Statement

LOGO

Sustainability

Academies

LOGO

2021 Training

•

31,400+ employees completed one or more trainings in digital, domain, functional and/or leadership capabilities

•

27,200+ employees trained in digital methodologies and domain capabilities

•

570,800+ learning hours invested by our employees on their professional development

•

15.1 hours average time per employee spent on reskilling for critical digital, domain, functional and leadership capabilities

•

219,350+ courses and certifications completed by our employees

•

1,000+ managers trained and certified in “Leading in a virtual environment”

•

1,100+ employees participated in the “Be the Leader who matters” leadership program

•

1,400+ managers participated in a leadership course titled “Why should anyone be led by you”

•

17.2 training hours completed by 80% of our employees on the digital ecosystem

•

3,200+ specializations in cloud, analytics, artificial intelligence solution architecture, product & data management, and other digital technologies/methodologies.

•

100+ Vice Presidents completed an artificial intelligence masterclass learning series

•

6,200+ employees trained in domain capabilities across industry verticals

•

1,581 analysts trained in using analytics tools and technologies (data visualization, artificial intelligence, data science)

•

2,481 employees trained in agile and design thinking

•

Some of our employees, including some of our managers, have participated in other trainings (including one titled “Leading high-performance teams”) and received certifications such as the CX transformation professional certification.

Employee engagement and communication

We consider communication and engagement with our more than 39,000 employees distributed throughout more than 50 offices worldwide to be important to our ability to promote our ONE EXL culture that prioritizes inclusivity and collaboration. This was especially true in 2021, when 93% of our employees worked remotely. We continued to rely on, and improve, our digital communication and collaboration platforms and multi-channel approach to keeping our employees informed that we built out in 2020


		EXL 2022 Proxy Statement		/		51

Sustainability

in response to COVID-19, including virtual town halls on leadership and employee-wide levels and using EXL Social, our app-based employee-exclusive communications platform to provide comprehensive information and updates on status, actions and key decisions.

We also conducted confidential digital employee engagement surveys in 2021, with more than 90% participation among our employees. These surveys included questions relating to remote work productivity and support, manager support, career growth and overall employee satisfaction and engagement. The results of these surveys were shared with management by business unit and geography.

Benefits



		Enhanced leave for employees impacted by COVID-19 and for employees receiving COVID-19 vaccines

		Paid leave for new parents

		Excused days of absence

		Generous vacation policy

		Paid holidays

		Employee assistance program providing confidential counseling services

Our employees also participate in our success:


		Annual bonuses or incentives: 100% of our employees are eligible to receive

		401K plans with Company match: 100% of our U.S. employees are eligible to enroll within three months of their employment at EXL


		52		/		EXL 2022 Proxy Statement

LOGO

Sustainability

Employee health, safety and wellbeing

Because our people are so important to us, we have always viewed employee health, safety and wellbeing as one of our top commitments. We periodically provide trainings on health and safety to our employees, suppliers and partners. In 2021, 90% of our employees completed our health and safety training e-module. We also conduct a risk assessment every six months with the aim of minimizing risk in the working environment.

Over the past two years, given COVID-19, our commitment to employee health, safety and wellbeing has become even more important. In 2021, we took actions that focused on supporting our employees’ health, safety and wellness, including:

LOGO


		EXL 2022 Proxy Statement		/		53

Sustainability

LOGO

Cybersecurity at EXL

We are committed to protecting the confidentiality, integrity, availability and privacy of the information assets of our clients and their customers, as well as our employees, vendors and any other third parties, that are shared with us and for which we are responsible and have developed robust information security and cybersecurity and data privacy controls, safeguards and enabling measures in accordance with applicable laws, regulations and information security standards.

We have implemented and maintain, and regularly improve upon, tools and capabilities to identify, protect, detect, respond and recover from cyber threats, incidents and attacks; reduce vulnerabilities; and minimize the impact from cyber incidents. We have an established culture of compliance around cybersecurity matters, and have a strong governance program built upon and supported by policies and processes, tools and technologies, and periodic knowledge and awareness training. Each of our employees receives periodic knowledge and awareness training on risk mitigation and management and controls and procedures relating to information security, cybersecurity and data privacy.

We comply with and/or are certified in the following standards:

ISO 27001:2013

Global Information

Security Standard –

Company-wide

PCI DSS 3.2.1 Credit

Card and Payment

Industry Certification

– India, Philippines

and South Africa

operations

SOX 404 / SSAE 16,

SOC 1 and SOC 2 –

Company-wide

Hitrust Certification –

healthcare operations

ISO22301 Business

Resiliency

Certification – India,

Philippines and South

Africa operations


		54		/		EXL 2022 Proxy Statement

LOGO

Sustainability

For more information on our cybersecurity risk management, please see “Cybersecurity risk management” on page 42. For more information on our information security and data privacy procedures, please refer to our Sustainability Report, which is available on our website at www.exlservice.com/corporate-sustainability.

Responsible artificial intelligence

We seek to ensuring that our use of artificial intelligence (including in machine learning processes and deep learning processes) in our business and operations is ethical and trustworthy. We emphasize data integrity as key to eliminate bias in the application of AI. In 2021, we created a new global AI Governance Policy and framework, and a new cross-functional AI Governance Committee that oversees and governs our use of AI, with the overall aim of vetting and minimizing potential unethical or unlawful biases in AI processes. Pursuant to our AI Governance Policy, for each deployment of AI deployments, our business teams are guided by our AI bias policies and, in many cases, include a risk assessment exercise. Applicable employees also participate in trainings to identify and reduce bias in AI.


		EXL 2022 Proxy Statement		/		55

Sustainability

Achievements, certifications and awards

Health and safety management system, and 72% of our delivery centers as of December 31, 2021, are certified to ISO 45001:2018, meeting international standards for occupational health and safety

All of our delivery centers worldwide outside of the United States are ISO 14001:2015 certified, meeting international standards for
effective environmental management systems.

Reporting pursuant to SASB Software
and IT Services Standards (2018), GRI
Standards, 2016 and the
United Nations Sustainable
Development Goals

Participant
United Nations Global Compact

Participant in the CDP’s Climate Change disclosure program with respect to GHG emissions and climate change data

LOGO

Safety Excellence Award

for Women’s Safety 2021

Industry Sector Safety

Award (IT/ITES) 2020

Safest Workplace

Award 2021

International Institute of Safety & Security Management (IISM) Global Conclave

International Institute of Safety & Security

Management (IISM) Global Conclave

World Safety Forum

LOGO

EHS Award 2021

COVID-19 Assurance

2022 Most Trusted

Statement

Companies

World Safety Forum

British Safety Council

Newsweek

Environmental, social and governance matters and pay-for-performance at EXL

A portion of our CEO’s total compensation is tied to the achievement of specific performance goals relating to ESG matters. For more information, see “Detailed review of compensation components – Incentive bonus – Determination of individual performance measure achievement” on page 75.


		56		/		EXL 2022 Proxy Statement

LOGO

Sustainability

Sustainability oversight

For more information on our oversight of sustainability and ESG-related matters and risks, see “Environmental, social and governance risk management” on page 42.

Learn more about sustainability and environmental, social and governance matters at EXL

Please visit www.exlservice.com/about/sustainability to learn more about our efforts toward sustainability and the impacts we are making on our communities and the environment. Information on our website referred to in this Proxy Statement does not constitute a part of this Proxy Statement.


		EXL 2022 Proxy Statement		/		57

Our executive officers

Our executive officers


		Rohit Kapoor (age 57) \| *Vice Chairman and CEO* See section entitled “Our board of directors” above.

		Ajay Ayyappan (age 44) \| *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.

		Vikas Bhalla (age 50) \| *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. Mr. Bhalla is based in Delhi, India.

		Vivek Jetley (age 47) \| *Executive Vice President and Business Head, Analytics* Mr. Jetley has served as our Executive Vice President and Business Head, Analytics since 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.

		Narasimha Kini (age 53) \| *Executive Vice President and Business Head, Emerging Business* Mr. Kini has served as our Executive Vice President and Business Head, Emerging Business since October 2021. He previously served in several leadership roles with us, including in our strategic initiatives and finance and accounting services. Mr. Kini has been with EXL since 2001. Prior to joining us, Mr. Kini was a Finance Leader at Willis Faber.


		58		/		EXL 2022 Proxy Statement

LOGO

Our executive officers


		Anita Mahon (age 53) \| *Executive Vice President and Chief Growth Officer* Ms. Mahon has served as our Executive Vice President and Chief Growth Officer since 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 51) \| *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 61) \| *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 53) \| *Executive Vice President and Chief Financial Officer* Mr. Nicolelli has served as our Executive Vice President and Chief Financial Officer since February 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.

		Ankor Rai (age 46) \| *Executive Vice President and Chief Digital Officer* Mr. Rai has served as our Executive Vice President and Chief Digital Officer since October 2021. He previously served in several leadership roles with us, including as the global co-head of our Analytics business. Mr. Rai has been with EXL since 2006. Prior to joining us, Mr. Rai was a Partner at Inductis.


		EXL 2022 Proxy Statement		/		59

Executive compensation

Executive compensation

Compensation Discussion and Analysis

Table of Contents


Named executive officers			62

Executive summary			62

Select 2021 financial and business highlights			62

Total stockholder return			63

Awards and industry recognition			63

Clients and operations			63

Summary of key compensation considerations & decisions in 2021			64

Pay-for-performance			64

Executive compensation program, practices and policies			66

Overview of compensation policies and philosophies			68

Compensation process: roles and responsibilities			69

Components of executive compensation for 2021			71

Detailed review of compensation components			72

Base salary			72

Incentive bonus			72

Long-term equity incentives			76

Fiscal year 2021 awards			77

Payout of awards granted in prior fiscal years			79

Benefits and perquisites			80

Risk and compensation policies			80

Severance and change-in-control benefits			80

Deductibility cap on executive compensation			81

Compensation Committee Report			82

Summary compensation table for fiscal year 2021			83

Grants of plan-based awards table for fiscal year 2021			85

Employment agreements			86

Rohit Kapoor			86

Maurizio Nicolelli			87

Vikas Bhalla			87

Samuel Meckey			87


		60		/		EXL 2022 Proxy Statement

LOGO

Executive compensation



Outstanding equity awards at fiscal 2021 year-end			89

Option exercises and stock vested during fiscal year 2021			90

Pension benefits for fiscal year 2021			90

Potential payments upon termination or change in control at fiscal 2021 year-end			91

Indicative payouts for Rohit Kapoor			94

Indicative payouts for Maurizio Nicolelli			96

Indicative payouts for Vikas Bhalla			96

Indicative payouts for Vivek Jetley			97

Indicative payouts for Samuel Meckey			98

Certain defined terms			98

CEO pay ratio			100

Director compensation for fiscal year 2021			102


		EXL 2022 Proxy Statement		/		61

Executive compensation

Named Executive Officers

As determined in accordance with SEC rules, our named executive officers (“NEOs”) for 2021 are:


		Rohit Kapoor, our Vice Chairman and CEO

		Maurizio Nicolelli, our Executive Vice President and CFO

		Vikas Bhalla, our Executive Vice President and Business Head, Insurance

		Vivek Jetley, our Executive Vice President and Business Head, Analytics

		Samuel Meckey, our Executive Vice President and Business Head, Healthcare

Executive summary

Select 2021 financial and business highlights

•

Our operating income margin increased by 240 basis points from 11.5% in 2020 to 13.9%. Factors contributing to the increase were improved utilization of people and facilities and lower travel expenses, partially offset by higher sales and marketing expenses and employee costs, including bonuses.

•

We improved our net income attributable to stockholders by 28.3% to $114.7 million.

•

Diluted EPS increased from $2.59 to $3.35, an increase of 29.3%.

•

Added approximately 5,000 employees to our global work force, mainly in our delivery centers.

•

We acquired Clairvoyant AI Inc., a global data, AI, and cloud services firm.

•

In 2021, the Company returned capital to stockholders by repurchasing $115.6 million of shares. The Company’s board of directors authorized a $300 million common stock repurchase program beginning January 1, 2022.


		62		/		EXL 2022 Proxy Statement

LOGO

Executive compensation

Total stockholder return

The following graphs compare our 1-year, 3-year and 5-year cumulative total stockholder return (“TSR”) as of December 31, 2021 with the median TSR of companies comprising Nasdaq, S&P 600 and our peer group. As shown in the table, our 1-Year, 3-Year and 5-Year TSR outperformed all of our market benchmarks.

1-Year TSR

LOGO

3-Year TSR

LOGO

5-Year TSR

LOGO

Awards and industry recognition

•

Our people are our primary assets, and they continue to be recognized across the industry.

•

As in prior years, we continued to receive numerous industry recognitions and awards, including:

–

Recognized as a Leader in the Everest Group Advanced Analytics and Insights Services PEAK Matrix^® and Healthcare Analytics Services PEAK Matrix^® Assessments

–

Positioned in the Winners Circle in the HFS Research’s 2021 OneOffice^™ Services Top 10 for Data and Decisions, with the top score for the Voice of the Customer

–

Positioned as a Leader in all three categories in the ISG Provider Lens for Insurance Services U.S. 2020: P&C Services, Life & Retirement Services and TPA Services

–

Recognized as a Leader in the Everest Group Property & Casualty Insurance BPS PEAK Matrix^® and Life and Pensions Insurance BPS/TPA PEAK Matrix^® Assessments

–

Named a Top Performer in the 2021 KLAS Risk Adjustment & Analytics Performance Report

–

Recognized as a Leader in all four categories in the ISG Provider Lens^™ for Digital Finance and Accounting Outsourcing Services

Clients and operations

•

In 2021, we won 58 new clients adding to the 45 new clients we won in 2020.

•

In the past year, revenue from our top 20 clients grew by 17.1%, with 15 of those clients contracting for our solutions in both analytics and digital operations and solutions.


		EXL 2022 Proxy Statement		/		63

Executive compensation

Summary of key compensation considerations & decisions in 2021

The following highlights the Compensation Committee’s key considerations and compensation decisions in 2021 and with respect to performance for 2021 for our NEOs.


Items		Considerations and decisions

Say on Pay Approval		Over 99% of our stockholders approved, on a non-binding basis (excluding broker non-votes), of our compensation of our NEOs.

Base Salaries		Base salaries for our NEOs (excluding Mr. Nicolelli) were revised effective April 1, 2021, as described below.

Annual Bonuses		We based our annual bonuses on achievement of Company goals (Adjusted EPS, revenue, & AOPM) and personal performance goals. In 2021, we delivered 118.77% of our Adjusted EPS target, 103.83% of our revenue performance target, and 116.49% of our AOPM target, resulting in annual incentive payout calculations for our NEOs, ranging from 176% of target performance to 188% of target performance of the named executive officers.

Equity Incentives		This was the third and final performance year for the 2019 performance-based restricted stock units. We achieved 96.65% of the revenue target for the revenue-linked restricted stock units resulting in 66.52% of target funding of those grants. The Company’s TSR performance was at the 87.23 percentile amongst its peer group, resulting in the executives earning 200% of the 2019 relative TSR-linked restricted stock units pursuant to the terms of the original grant resulting in vesting of shares at 133.25% of target performance. No adjustments were made to the 2019 performance-based restricted stock units or the associated performance targets – or the outstanding 2020 and 2021 performance-based restricted stock units or associated performance targets. We also made additional equity grants to certain executive officers (other than our CEO) to further encourage long-term stock ownership and future executive retention.

Pay-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


		64		/		EXL 2022 Proxy Statement

LOGO

Executive compensation

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).


Vice Chairman & CEO		NEO compensation mix
compensation mix		(Excluding Vice Chairman & CEO)

*Base salary also includes other compensation


		EXL 2022 Proxy Statement		/		65

Executive compensation

Executive compensation program, practices and policies

Our compensation programs, practices and policies are reviewed and re-evaluated regularly and are subject to change from time to time in line with market best practices, including alignment of pay with performance. Our executive compensation philosophy is aligned with our core values, focused on pay-for-performance and 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 year 2021, 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 with performance: We link a significant portion of each NEO’s total compensation to the achievement of specific performance goals. Variable compensation is “at-risk” and rewards performance and contributions to both short- and long-term financial performance.		No option repricing: We prohibit option repricing without stockholder approval.

	Use appropriate peer groups when establishing compensation: We established a peer group to help us review market practices and design a competitive compensation program. The criteria for peer group selection include, annual revenues, similarity in business model and strategic focus, scope of operations, potential mobility of talent and industry alignment. We set compensation of our executive officers at levels that we believe are appropriate relative to the compensation paid to similarly situated officers of our peers, giving consideration to market and other factors.		No option backdating or discounting: We prohibit option backdating and discounting.

	Ensure equity compensation best practices: We design equity incentives to encourage our executives to maintain a long-term view of stockholder value creation, to encourage retention and to ensure a significant portion of the award is performance-based. Equity awards are granted on the basis of the executive’s prior year’s performance and are subject to time or performance-based vesting conditions. A significant portion of such awards only pay out according to the achievement of Company performance goals covering a 3-year period. We hold dividends accrued under our equity awards, if any, until the recipient vests in the underlying shares or units.		No excessive overhang or dilution: We do not have excessive overhang or dilution from equity grants.


		66		/		EXL 2022 Proxy Statement

LOGO

Executive compensation



		Maintain an independent Compensation Committee and consultant: Compensation decisions for our NEOs are approved by a Compensation Committee composed of non-employee independent 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.				Limited 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.

		Mitigate risks: The mix and design of our compensation programs serves to mitigate operational, financial, legal, regulatory, strategic and reputational risks.				No 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 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 of directors or Compensation Committee, the identified executive’s misconduct was a material factor causing the restatement.				No 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 CEO to maintain aggregate stock ownership equal to at least six times his base salary and vested stock ownership equal to at least three times his base salary, and that, effective as of January 1, 2022, requires the other members of our executive committee to maintain vested stock ownership equal to at least two times their respective base salaries. Covered executives have three years from their hire date to attain the required stock ownership levels (or three years from January 1, 2022 for existing covered executives). 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. Directors have five years from their appointment date to attain the required stock ownership levels. As of December 31, 2021, all covered executives and directors were in compliance with the stock ownership policy.				No pledging: Under our 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.


		EXL 2022 Proxy Statement		/		67

Executive compensation

Overview of compensation policies and philosophies

We believe that our long-term success is linked to our 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

responsibility and performance.

Our compensation program should deliver

top-tier compensation in return for top-tier

individual and company performance, and

lower tier compensation for individual

performance and/or our performance that

falls short of expectations.

Pay-for-performance and retention must

be balanced in order to ensure ongoing

motivation and commitment of our

employees.

Compensation should balance long-term

and short-term objectives.

Equity-based compensation should be

higher for persons with higher levels of

responsibility and greater influence on

long-term results.

To enable us to attract and retain top talent,

compensation should reflect the value of

the job in the marketplace.

Compensation programs should be easy

to understand.

Compensation should be administered

uniformly across the Company with clear-

cut objectives and performance metrics.


		68		/		EXL 2022 Proxy Statement

LOGO

Executive compensation

Compensation process: roles and responsibilities

Our Compensation Committee has established a number of processes to assist it in ensuring that our executive compensation programs are achieving their objectives. Our Compensation Committee, our management and our independent compensation consultant are each engaged in these processes, as described in greater detail below.


Company performance – Compensation Committee		Establishment of performance measures At the beginning of each year, or the end of the prior year, our Compensation Committee establishes the Company-wide and relevant business line performance measures on which our named executive officers’ annual incentive bonuses and equity incentive awards are largely based. These measures reflect targets that are intended to encourage stretch performance. Assessment of Company performance At the end of the performance period, the Compensation Committee reviews and certifies our performance achievement in relation to the pre-established targets, and considers the appropriateness of adjustments to the performance criteria and calculations of performance achievement.
Individual performance – board of directors, Compensation and Nominating and Governance Committees, and Vice Chairman and CEO		The evaluation of an individual’s performance determines a portion of the payouts under our incentive bonus program and also influences any changes in base salary for each of our named executive officers. Assessment of Vice Chairman and CEO performance For Mr. Kapoor, our board of directors reviews and provides feedback on a self-evaluation prepared by Mr. Kapoor. Once all directors have given feedback on Mr. Kapoor’s performance, our Chairman leads a comprehensive discussion of the full board of directors on Mr. Kapoor’s performance, leadership accomplishments and overall competence to evaluate the achievement of established objectives. Assessment of performance for all other NEOs and executive officers For all other NEOs and executive officers, Mr. Kapoor makes a performance assessment and compensation recommendation to our board of directors. He bases the performance assessments on our named executive officers’ self-evaluations and his performance appraisals of each of them. Our board of directors reviews the performance assessments with Mr. Kapoor, and evaluates the achievement of established objectives by each named executive officer and his business line, if applicable, and his contribution to our performance, leadership accomplishments and overall competence. The board of directors may exercise their judgment based on the named executive officer’s interactions with the board of directors.
Other matters relevant to compensation decisions – Compensation Committee		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. The Compensation Committee also takes into account an executive officer’s job responsibilities, performance, qualifications and skills in determining individual compensation levels.


		EXL 2022 Proxy Statement		/		69

Executive compensation


Independent compensation consultant	For 2021, the Compensation Committee retained the services of Farient, a qualified and independent compensation consultant, to aid the Compensation Committee in performing its duties. The Compensation Committee’s compensation consultant assists in: • reviewing our executive pay philosophy • collecting and evaluating external market data regarding executive compensation and performance, • selecting peer group companies, • reviewing the Proxy Statement, • advising the Compensation Committee on developing trends and best practices in executive and director compensation and equity and compensation governance, and • advising the Compensation Committee on incentive plan design that aligns with our strategy. In addition Farient advises our Nominating and Corporate Governance Committee regarding director compensation. Other than performing these consulting services, Farient 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 Farient as compensation consultant for the Compensation Committee.
Peer market data Compensation Committee and independent compensation consultants	We review peer compensation data at the beginning of the year (or the end of the prior year) in order to set compensation for each year. At the time compensation decisions were made for our U.S.-based and other senior executive officers in 2021, our Compensation Committee reviewed publicly available compensation data for companies that are engaged in business and technology services like us taking into account whether the companies had market capitalizations, geographic locations, or annual revenues similar to ours. The companies that comprised our peer group for 2021 were as follows: Blackbaud, CoreLogic, CSG Systems International, Inc., EPAM Systems, Inc., Genpact Limited, Guidewire Software, Inc., Sykes Enterprises, Virtusa, WNS (Holdings) Limited. In the middle of 2021, we, alongside our independent compensation consultant, reevaluated our peer group in light of various M&A activity as well as new criteria, consisting of companies that are similar to us in terms of annual revenue, operate in similar industries, have similar business models as ours. This new group was used for certain 2021 compensation decisions as well as 2022 compensation decisions and consists of Cloudera, Inc. (acquired), CSG Systems International, Inc., EPAM Systems, Inc., Genpact Limited, Guidewire Software, Inc., Inovalon Holdings, Inc. (acquired), Perficient, Inc., Splunk Inc., Sykes Enterprises, Incorporated (acquired), Teradata Corporation, TTEC Holdings, Inc., Verisk Analytics, Inc., MultiPlan Corporation, WNS (Holdings) Limited. The following chart shows the respective industries and revenues of our peer group companies:
	Company	Industry	Revenue ($MM, USD)

	Genpact Limited	Data Processing and Outsourced Services	$4,022

	EPAM Systems, Inc.	IT Consulting and Other Services	$3,758

	Verisk Analytics, Inc.	Research and Consulting Services	$2,999

	Splunk Inc.	Application Software	$2,674

	TTEC Holdings, Inc.	Data Processing and Outsourced Services	$2,273

	Teradata Corporation	Systems Software	$1,917

	Sykes Enterprises, Incorporated	Data Processing and Outsourced Services	$1,710

	ExlService Holdings, Inc.	Data Processing and Outsourced Services	$1,122

	MultiPlan Corporation	Health Care Technology	$1,118

	CSG Systems International, Inc.	Data Processing and Outsourced Services	$1,046

	WNS (Holdings) Limited	Data Processing and Outsourced Services	$ 913

	Cloudera, Inc.	Application Software	$ 869

	Perficient, Inc.	IT Consulting and Other Services	$ 761

	Guidewire Software, Inc.	Application Software	$ 743

	Inovalon Holdings, Inc.	Health Care Technology	$ 668


		70		/		EXL 2022 Proxy Statement

LOGO

Executive compensation

Management also separately engaged Aon Consulting in 2019 for the purpose of providing a survey of compensation data (the parameters of which were not prepared by Aon Consulting) for individuals in our global industry holding analogous positions to our 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 2021.

Our Compensation Committee reviews compensation information provided by Farient and other third party data in order to evaluate each executive’s base pay, incentive bonus and equity incentives when changes in compensation are considered. Compensation decisions are designed to promote our fundamental business objectives and strategy.

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.

Components of executive compensation for 2021

For 2021, 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” compensation earned based on performance measured against pre-established annual goals. 75% of each NEOs award is tied to company-wide performance with the remaining 25% to the achievement of individualized goals.	Incentivize executives to achieve annual goals that ultimately contribute to long-term company growth and stockholder return.
Long-term incentives	“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 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.
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.


		EXL 2022 Proxy Statement		/		71

Executive compensation

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 2021, our Compensation Committee considered:



Individual performance		The degree to which the executive met and exceeded expectations.

Market data		Market data to test reasonableness of compensation.

Overall compensation mix		Senior employees should have a greater portion of their compensation tied to increasing stockholder value.

Upon completing its review, the Compensation Committee determined it was appropriate to maintain current base salaries for all of our named executive officers. While these salaries were first approved in February 2020, they did not take effect until April 1, 2021. The fixed compensation amount for Mr. Bhalla covers not only base salary, 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	2021 Base salary / annual fixed compensation ($)

Rohit Kapoor		750,000

Maurizio Nicolelli		475,000

Vikas Bhalla		INR24,500,000⁽¹⁾

Vivek Jetley		420,000

Samuel Meckey		442,000

(1) Equivalent to $329,611, converted at 74.33 INR to 1 USD, which was the exchange rate on December 31, 2021.

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 late 2020 for the year 2021 for bonuses payable in respect of 2021 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 our assessment of each named executive officer’s performance relative to his predetermined individual 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. Although the Compensation Committee has not historically done so, it has the discretion under the 2018 Plan to adjust an award payout from the amount yielded by the formula at the end of the performance period for reasons such as the effect of changes in laws or regulatory rules, acquisitions or divestitures, extraordinary accounting items, foreign exchange gains or losses, and/or any specific unusual or non-recurring events. The Compensation Committee did not utilize any discretion for the 2021 bonus awards.


		72		/		EXL 2022 Proxy Statement

LOGO

Executive compensation

Our Compensation Committee considered the following when establishing the awards for 2021:

Bonus 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 2021, 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	150% of base salary	311% of base salary

Maurizio Nicolelli	75% of base salary	156% of base salary

Vikas Bhalla	75% of annual fixed compensation	156% of annual fixed compensation

Vivek Jetley	75% of base salary	156% of base salary

Samuel Meckey	75% of base salary	156% of base salary

Performance measures

Our executives were eligible to earn annual bonuses based 75% on their achievement of Company-wide performance metrics with the remaining 25% based on individual performance. The Company-wide portion of 2021 annual bonuses were based 30% on the Company’s Adjusted EPS goal, 40% on the Company’s revenue goal, and 30% on the Company’s adjusted operating profit margin (AOPM) for all employees whose incentive bonus is linked to Company-wide financial performance, including our named executive officers.

In 2021, the Compensation Committee continued to set the Company-wide performance goals as well as the individual performance goals described above for all named executive officers to ensure the executives were properly focused on the Company’s Adjusted EPS, revenue, and AOPM goals and other areas of performance that are unique to their positions within the organization. The Compensation Committee believes achievement of these performance metrics will drive our business and, in turn, lead to increased stockholder value.


		EXL 2022 Proxy Statement		/		73

Executive compensation

Determination of financial performance achievement

For 2021, our Compensation Committee established an Adjusted EPS target of $4.05 14.7% higher than our actual Adjusted EPS for the prior year and 11.0% higher than the prior year’s target performance), a revenue target of $1.075 billion (12.0% higher than our actual revenue for the prior year and the same as our prior year’s target performance), and an AOPM target of $178.9 million (16.6% higher than our actual for the prior year and 8.2% higher than our prior year’s target). 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:


Performance targets: adjusted EPS ($4.05); revenue ($1.075 billion); and AOPM ($178.9 million)


% of performance achieved compared to target goal		% of target portion funded

Above 110%		210%

105%		160%

At 100%		100%

At 90%		10%

Less than 90%		0%

Linear interpolation for performance between discrete points

Based on our performance during the 2021 fiscal year, we achieved 118.77% of our Adjusted EPS target (resulting in funding of 210%), 103.83% of our revenue target (resulting in funding of 145.96%), and 116.49% of our AOPM target (resulting in funding of 210%) for a weighted funding of 184.39%.


		74		/		EXL 2022 Proxy Statement

LOGO

Executive compensation

Determination of individual performance measure achievement

Our named executive officers earn a portion of their respective annual incentive bonuses based on the achievement of individual performance measures that are designed to balance the attention of the officer between the achievement of near-term objectives that improve specific processes or performance metrics and long-term objectives for us. For more information on the process, roles and responsibilities for determining individual performance measure achievement, please see “Compensation process: roles and responsibilities” on page 69. Below is a summary of each named executive officer’s individual performance measures, and a summary of the achievements and accomplishments toward meeting those performance measures:


Named Executive Officer	2021 Individual performance measure	2021 Individual performance achievement

Rohit Kapoor	• Drive profitability • Improve return on invested capital (“ROIC”) • Execute on EXL’s digital strategy • Improve talent acquisition & development • Ensure agile decisioning and strengthen Enterprise Risk Management • Continue to advance ESG program	• Strong growth across all business units, resulting in revenues for 2021 that were up $163.9 million, or 17.1%, compared to 2020 • ROIC increased to 12.6% in 2021, compared to 8.9% in 2020 • Developed a strong foundation of digital and established an AI:OS framework • Increased focus on talent acquisition and strong progress on building expanded leadership and capabilities • Strengthened overall risk culture • Strong progress on ESG as outlined in EXL’s second annual Sustainability Report, including through progress in environmental stewardship, emphasis on employee development and wellness, and expansion of CSR program, among others

Maurizio Nicolelli	• Provide effective leadership to finance team • Drive profitability and improve ROIC • Execute on long term M&A strategy • Strong capital allocation	• Led the finance team effectively, resulting in strong governance and high-quality controllership • Strong profitability and ROIC growth across all business units • Led the acquisition of Clairvoyant, broadening our data engineering and cloud computing capabilities • Drove capital allocation through EXL’s share buyback program and repayment of our convertible debt facility to improve ROIC

Vikas Bhalla	• Drive profitability for Insurance • Create and implement innovative data and analytics solutions • Improve Insurance ROIC	• Insurance revenue grew to $382.0 million with strong gross margins • Developed digital-led solutions for insurance industry • Improved Insurance business ROIC in 2021

Vivek Jetley	• Drive profitability and build high growth business for Analytics • Build EXL’s data management and cloud enablement capabilities, and build our data assets	• Analytics revenue grew to $460.7 million with strong gross margins • Created significant foundational capabilities in data management and cloud enablement areas

Sam Meckey	• Deliver profitable growth for Healthcare • Execute on EXL’s digital strategy • Improve ROIC for Healthcare	• Healthcare revenues grew to $112.4 million with strong gross margins • Integrated digital solutions into EXL Healthcare business • Improved Healthcare ROIC


		EXL 2022 Proxy Statement		/		75

Executive compensation

The table below sets out the 2021 incentive bonuses paid to our named executive officers (paid in March 2022):


Name		2021 Actual incentive bonus awarded ($)⁽¹⁾


Rohit Kapoor		2,050,000

Maurizio Nicolelli		640,498

Vikas Bhalla		444,718

Vivek Jetley		586,146

Samuel Meckey		577,214

(1)

The exchange rate used for the bonus conversion from Indian rupees to U.S. dollars for Mr. Bhalla was 74.33 INR to 1 USD, which was the exchange rate on December 31, 2021.

Long-term equity incentives

The Compensation 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 Compensation 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 Compensation 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.


		76		/		EXL 2022 Proxy Statement

LOGO

Executive compensation

Compensation

Fiscal year 2021 awards

Under our equity compensation program, our executive officers received restricted stock units under the 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 nearly all of our named executive officers in the proportions shown below. In response to the continuing COVID-19 pandemic, we revised our long-term equity incentive program for 2021 to remove the revenue performance metric because the uncertainty and market volatility caused by the pandemic made it difficult to predict a three-year revenue target. As a result, the 2021 PRSUs are based solely on TSR performance as compared to a pre-determined set of peer companies.


50%	+	50%	=	Total

Time-vested RSUs		Relative TSR-linked PRSUs		LTI award

The table below shows the amount of Time-Vested and Performance-Vested RSUs our Compensation Committee awarded our named executive officers in 2021. 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	Annual Time-Vested RSUs⁽¹⁾		Relative TSR-Linked PRSUs


Rohit Kapoor		35,400		35,400

Maurizio Nicolelli		6,920		6,920

Vikas Bhalla		7,340		7,340

Vivek Jetley		5,955		5,955

Samuel Meckey		7,415		7,415

(1)

Time-Vested RSUs do not include the additional equity grant awarded in September 2021 for all NEOs except Mr. Kapoor, see page 78 for more information on these awards.

•

The “Time-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 Compensation Committee believes these Time-Vested RSUs provide an important role in promoting retention of our executive officers.

•

The “Performance-Vested” portion of the 2021 RSUs (“PRSUs”) 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, 2021 to December 31, 2023 and continuous employment through December 31, 2023 — 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


		EXL 2022 Proxy Statement		/		77

Executive compensation

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 2021, 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 Compensation 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.

In September 2021, we made additional equity grants to certain executives (other than the CEO) who are critical, sought-after talent needed for executing the Company’s strategy to promote long-term ownership, and alignment of executive and stockholder interests. Therefore, these additional equity grants were comprised of time-based RSUs that vest 1/3 on the second anniversary of the grant date and 2/3 on the third anniversary of the grant date, subject to continued employment. In addition, each award requires the executive to hold any acquired shares of Company stock for a period of two years following the applicable settlement date. The table below shows the amount of additional restricted stock units our Compensation Committee awarded our named executive officer subject to these terms and conditions. Relatedly, in 2022 we also adopted a Share Matching Program (see “2022 Incentive compensation” on page 79) to progress the same objectives. Finally, our modified executive stock ownership policy see “Maintain a robust stock ownership policy” on page 67) doubles the amount of Company equity that each executive officer other than the CEO is expected to maintain and went into effect in 2022, which serves to further align executive and stockholder interests.


Name		Additional Time-Based RSUs


Maurizio Nicolelli		8,121

Vikas Bhalla		12,181

Vivek Jetley		12,181

Samuel Meckey		8,121


		78		/		EXL 2022 Proxy Statement

LOGO

Executive compensation

Payout of awards granted in prior fiscal years

This was the third and final performance year for the 2019 performance-based restricted stock units. We achieved 96.65% of the revenue target for the revenue-linked restricted stock units resulting in 66.52% of target funding of those grants. The Company’s TSR performance was at the 87.23 percentile amongst its peer group, resulting in the executives earning 200% of the 2019 relative TSR-linked restricted stock units pursuant to the terms of the original grant. No adjustments were made to the 2019 performance-based restricted stock units or the associated performance targets to account for the impact of the COVID-19 pandemic in the 2020 and 2021 fiscal year.

2022 Incentive compensation

As noted above, for fiscal year 2021, we removed the revenue performance metric from our long-term equity incentive program because the uncertainty and market volatility resulting from the COVID-19 pandemic made it difficult to predict a three-year revenue target. The decision to remove the revenue metric for 2021 was only made with respect to the 2021 grants and was not intended to reflect a permanent change to the long-term equity incentive program. Therefore, for fiscal year 2022, we again revised our long-term equity incentive program to re-insert a revenue performance metric that will apply to 40% of our executive officers’ PRSUs. We have also adjusted the weighting of our restricted stock units to increase the percentage of PRSUs to 60% of the annual award for each executive officer, which further increases the percentage of incentive compensation tied to performance.

For fiscal year 2022, we also adopted a Share Matching Program (“SMP”) under the 2018 Plan for certain employees, including NEOs (other than the CEO). The SMP generally entitles a participant to one restricted stock unit for every share of Company common stock newly acquired and held by the participant during a specified acquisition period, up to a pre-established maximum. In general, as long as a participant continues to hold their newly acquired shares and remains employed with the Company, the associated restricted stock units received will cliff vest in two installments with 1/3 vesting on the second anniversary of the grant date and the remaining 2/3 vesting on the third anniversary of the grant date. In addition, each award requires the executive to hold any acquired shares of Company stock for a period of two years following the applicable settlement date such that each award ties the executive’s compensation to the Company’s stock performance for a total of five years. This SMP is designed to encourage key executives to acquire a larger equity ownership interest in the Company thereby further aligning the personal interests of these key executives with the interest of stockholders.

In April 2022, we entered into employment agreements with Messrs. Bhalla and Jetley. These employment agreements are substantially similar to those in effect for our other executive officers and will continue throughout their employment with the Company. The employment agreements generally entitle Messrs. Bhalla and Jetley to base salary, an annual cash bonus based upon performance, annual equity awards (time and/or performance-based) at the discretion of the Compensation Committee, and a cash severance payment upon a termination without cause or for good reason. They also condition the severance payments and termination-related equity acceleration on the execution of a release of claims against us and subject each executive to confidentiality restrictions at all times, as well as noncompetition, nondisparagement and nonsolicitation restrictions during his employment and for one year thereafter.


		EXL 2022 Proxy Statement		/		79

Executive compensation

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. Bhalla, is eligible to participate in the Company’s pension benefit, health and welfare and fringe benefit plans otherwise available to executive employees 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 in India. Our Vice Chairman and CEO is provided a limited number of perquisites which we believe are reasonable and consistent with market trends, which are intended to be 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 86.

Risk and compensation policies

Our Compensation Committee has taken into account its discussions with management and Farient 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 66.

Severance and change-in-control benefits

Each named executive officer, including Mr. Bhalla and Jetley as of April 2022, is 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 2021 year-end” beginning on page 91.

We have provided change-in-control severance protection for some 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’ 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.


		80		/		EXL 2022 Proxy Statement

LOGO

Executive compensation

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.

Deductibility cap on executive compensation

As in the past, our Compensation 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 believes that the payments are appropriate and consistent with our compensation philosophy.

Despite the limited availability of Code Section 162(m) performance-based compensation exceptions following the Tax Cuts and Jobs Act of 2017, our Compensation Committee does not anticipate a shift away from variable or performance-based compensation payable to our named executive officers. Similarly, we do not expect to apply less rigor in the process by which we establish performance goals or evaluate performance against pre-established goals with respect to compensation paid to our named executive officers.


		EXL 2022 Proxy Statement		/		81

Executive compensation

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, 2021, and our Proxy Statement relating to the Annual Meeting.

Compensation Committee

Ms. Jaynie M. Studenmund (Chair)

Ms. Anne Minto

Mr. Som Mittal

Mr. Clyde W. Ostler

Ms. Kristy Pipes

Mr. Garen K. Staglin


		82		/		EXL 2022 Proxy Statement

LOGO

Executive compensation

Summary compensation table for fiscal year 2021

The following table sets forth information for compensation earned in fiscal years 2019, 2020 and 2021 by our named executive officers:


Name and principal position	Year		Salary ($)			Bonus ($)⁽¹⁰⁾		Stock awards ($)⁽²⁾		Non-equity incentive plan compensation ($)⁽³⁾		Change in pension value and nonqualified deferred compensation earnings ($)⁽⁴⁾		All other compensation ($)			Total ($)
Rohit Kapoor		2021		742,603			—		7,209,918		2,050,000		—		31,068	⁽⁵⁾		10,033,589

Vice Chairman & CEO		2020		599,016			—		5,701,209		810,000		—		31,041			7,141,267

		2019		720,000			—		4,121,410		1,304,453		—		49,354			6,195,217

Maurizio Nicolelli		2021		475,000			100,000		2,220,441		640,498		—		9,204	⁽⁶⁾		3,445,143

Executive Vice President and CFO		2020		384,283			125,000		1,166,955		243,097		—		8,970			1,928,305
Executive Vice President and CFO		2019		—			—		—		—		—		—			—

Vikas Bhalla		2021		276,716	⁽¹⁾		—		2,711,454		444,718		16,865		19,034	⁽⁷⁾		3,468,787

Executive Vice President and Business Head, Insurance		2020		229,016			—		1,399,048		169,370		5,067


		Rohit Kapoor (age 57) \| *Vice Chairman and CEO* See section entitled “Our board of directors” above.

		Ajay Ayyappan (age 44) \| *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.

		Vikas Bhalla (age 50) \| *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. Mr. Bhalla is based in Delhi, India.

		Vivek Jetley (age 47) \| *Executive Vice President and Business Head, Analytics* Mr. Jetley has served as our Executive Vice President and Business Head, Analytics since 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.

		Narasimha Kini (age 53) \| *Executive Vice President and Business Head, Emerging Business* Mr. Kini has served as our Executive Vice President and Business Head, Emerging Business since October 2021. He previously served in several leadership roles with us, including in our strategic initiatives and finance and accounting services. Mr. Kini has been with EXL since 2001. Prior to joining us, Mr. Kini was a Finance Leader at Willis Faber.


		Anita Mahon (age 53) \| *Executive Vice President and Chief Growth Officer* Ms. Mahon has served as our Executive Vice President and Chief Growth Officer since 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 51) \| *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 61) \| *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 53) \| *Executive Vice President and Chief Financial Officer* Mr. Nicolelli has served as our Executive Vice President and Chief Financial Officer since February 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.

		Ankor Rai (age 46) \| *Executive Vice President and Chief Digital Officer* Mr. Rai has served as our Executive Vice President and Chief Digital Officer since October 2021. He previously served in several leadership roles with us, including as the global co-head of our Analytics business. Mr. Rai has been with EXL since 2006. Prior to joining us, Mr. Rai was a Partner at Inductis.