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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
 
 
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 Rule
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 the appropriate box):
 
 
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.
 
 
 


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LOGO

 


Table of Contents

 

 

LOGO

  

320 Park Avenue, 29th Floor

New York, NY 10022

(212) 277-7100

Dear Stockholder,

2022 was a year marked by disruption and transformation. At EXL, we viewed this as an opportunity. We developed innovative solutions to harness our clients’ data and gain a competitive advantage. Their successes led to our success.

Our headline earnings numbers tell part of the story. In 2022, we generated strong growth across both Analytics and Digital Operations and Solutions. Our 2022 revenue was 1.41 billion, representing growth of 26% over 2021. We also grew adjusted EPS to $6.02, up 25% from $4.83 in 2021.

Our achievements in 2022 are rooted in our unique data-driven capabilities to improve our clients’ operations through digital solutions, enable better decision-making through advanced analytics, and embed intelligence in their workflows through machine learning, AI and automation. Every business today is being challenged to do more with less while customer expectations for speed, personalization and seamless integration continue to expand. EXL harnesses the power of data to help our clients meet those challenges. These data-driven efforts help our clients react faster, reduce costs and build stronger customer experiences. Going forward, we believe this strategy will continue to grow the success of our clients and our success.

Our ability to execute this strategy is a testament to our talented and steadily growing team of more than 45,400 people, as well as our culture of learning, diversity and experience. Our employees’ creativity and dedication allow EXL to meet market demand and keep pace with our clients’ evolving requirements. In 2022, our employees continued to enhance their expertise, collectively investing more than 509,000 hours in developing their professional skills, functional and leadership capabilities and domain expertise. We achieved more than 8,000 specializations across key areas, such as cloud, analytics and artificial intelligence solution architecture, among others.

This year’s Proxy Statement continues to highlight progress on our environmental, social and governance (ESG) efforts, which we view as integral to our corporate strategy. In 2022, we made strides toward our transition to sustainable energy and gave back to more than 14,000 people in our communities around the world through volunteering in our signature community engagement initiatives, Skills to Win and Education as a Foundation. We also helped our clients make their businesses more sustainable through the use of cloud services, digital operations and solutions resulting in paper reduction and analytics to meet compliance and risk objectives. We continuously improve on our corporate governance – in 2022, by allocating formal oversight over ESG-related controls and disclosures to our Audit Committee, and by carrying through our board refreshment philosophy to promote the diversity of backgrounds, skills and professional experience among our directors necessary to oversee our evolving corporate strategy, while continuing to hold regular conversations with our stockholders on governance-related topics through our stockholder engagement program. We are proud of this progress, and the external recognitions we received for these efforts, including for the second year as one of America’s Most Responsible Companies by Newsweek and Statista, Inc., and for the second year as one of Barron’s 100 Most Sustainable Companies and a Gold rating from EcoVadis. You can read more about our commitment to ESG issues on our website, in our Sustainability Report and in the “Sustainability” section of this Proxy Statement.

 

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Finally, we would like to thank Anne Minto and Clyde Ostler who will be retiring from our board of directors following our 2023 Annual Meeting of Stockholders. Anne served on EXL’s board for 10 years and Clyde has been on our board since 2007. Both have played key roles in guiding our company to its current position. We would also like to welcome Andreas Fibig, a seasoned global executive with a strong record of innovation across industries and geographies, who joined EXL’s board as an independent director in January 2023, and is standing for reelection at the 2023 Annual Meeting of Stockholders.

On behalf of the board of directors of ExlService Holdings, Inc., we are pleased to invite you to the 2023 Annual Meeting of Stockholders, which will be held on June 20, 2023. We look forward to sharing more about our Company at the Annual Meeting. We encourage you to carefully read the attached 2023 Annual Meeting of Stockholders and Proxy Statement, which contains 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

    

LOGO

Vikram Pandit
Chairman
    

Rohit Kapoor

Vice Chairman and CEO

 

 

       
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Notice of 2023 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to the 2023 Annual Meeting of Stockholders of ExlService Holdings, Inc., a Delaware corporation (the “Company”), for the purposes of voting on the following matters:

 

  1.

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

 

  2.

the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2023;

 

  3.

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

 

  4.

the determination, on a non-binding advisory basis, of how frequently the stockholders should hold a non-binding advisory vote to approve the compensation of the named executive officers of the Company;

 

  5.

the approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a 5-for-1 “forward” stock split with a corresponding increase in the authorized number of shares of our common stock;

 

  6.

the approval of an amendment to our Amended and Restated Certificate of Incorporation to allow for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of common stock; and

 

  7.

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 20, 2023 at 8:30 AM, Eastern Time. 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/EXLS2023 and using your 16-digit control number.

If you are a stockholder of record at the close of business on April 21, 2023, 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, 29th 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/EXLS2023.

Please note the technical requirements for virtual attendance at the Annual Meeting, as described in the enclosed Proxy Statement beginning on page 128 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, 2023, 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

 

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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.

Whether or not you expect to attend the Annual Meeting, the Company encourages you to promptly vote and submit your proxy (i) by 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

Executive Vice President, General Counsel and Corporate Secretary

New York, New York

April 28, 2023

 

 

       
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2023 Proxy Statement

Table of contents

 

2023 Proxy Statement Summary

    7  

Our board of directors

    20  

Corporate governance

    30  

Sustainability

    48  

Our executive officers

    61  

Executive compensation

    63  

Compensation Discussion and Analysis

    63  

Compensation and Talent Management Committee Report

    86  

Summary compensation table for fiscal year 2022

    87  

Stock ownership of directors, executive officers and certain beneficial owners

    111  

Certain relationships and related person transactions

    113  

Audit Committee Report

    114  

Proposal 1 — Election of directors

    115  

Proposal 2 — Ratification of the appointment of independent registered public accounting firm

    117  

Proposal 3 — Advisory (non-binding) vote to approve executive compensation

    119  

Proposal 4 — Advisory (non-binding) vote on how frequently stockholders should vote to approve compensation of the named executive officers

    121  

Proposal 5 — Approval of an Amendment to our Amended and Restated Certificate of Incorporation to effect a 5-for-1 “forward” stock split with a corresponding increase in the authorized number of shares of our common stock

    122  

Proposal 6 — Approval of an Amendment to our Amended and Restated Certificate of Incorporation to allow for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of common stock

    125  

Miscellaneous

    126  

Stockholder proposals and director nominations for the 2024 Annual Meeting

    126  

Annual Meeting Q&A

    128  

Other matters

    134  

 

 

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LOGO

 

2023 Proxy Statement summary

 

2023 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, 2022 (the “2022 Form 10-K”). We refer to the fiscal year ended December 31, 2022 as “fiscal year 2022,” “fiscal 2022,” and “2022.”

Meeting agenda, voting matters and recommendations*

 

Voting proposal item      

 

   Board vote recommendation

1. Election of directors

   LOGO    FOR the election of each nominee
(pg. 115)

Required vote: Affirmative vote of a majority of votes cast

 

2. Ratification of appointment of independent registered public accounting firm

   LOGO    FOR (pg. 117)

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

 

3. Advisory (non-binding) Say-on-Pay vote to approve executive compensation

   LOGO    FOR (pg. 119)

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

 

4. Advisory (non-binding) Say-on-Frequency vote on the frequency of the Say-on-Pay vote

   LOGO    EVERY YEAR (pg. 121)

Required vote: The option receiving the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote

 

5. Charter amendment to effect a 5-for-1 “forward” stock split with a corresponding increase in the authorized number of shares of our common stock

   LOGO    FOR (pg. 122)

Required vote: Affirmative vote of a majority of the outstanding shares of our common stock entitled to vote

 

6. Charter amendment to allow removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of common stock

   LOGO    FOR (pg. 125)

Required vote: Affirmative vote of at least 66 2/3% of the outstanding shares of our common stock 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

 

 

LOGO

  

Time and date:

 
   8:30 AM (Eastern Time)
June 20, 2023
 

 

LOGO

  

Record date:

 
   April 21, 2023  

 

LOGO

  

Place:

 
   Virtual format only via live
audio webcast
 

 

LOGO

  

Voting:

 
  

Stockholders as of the
Record Date are entitled
to vote

 

 

 

 

 

 

Voting methods

 

 

LOGO

  

Internet (pre-meeting):

 
   www.proxyvote.com  

 

LOGO

  

Mail:

 
  

Follow instructions on the

Internet notice

 

 

LOGO

  

Phone:

 
   Call the number listed on the
Internet notice
 

 

LOGO

  

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 129 for additional details.

 

 

 
 

 

       
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2023 Proxy Statement summary

 

Our business

We are a leading data analytics and digital operations and solutions company that partners with clients to improve business outcomes and unlock growth. By 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 45,400 strong, with more than 50 offices spanning six continents.

 

 Company 3 year performance         
       Revenue (Year-over-year growth %)  
 Revenue by segment information ($ in millions)      2020 YOY%        2021 YOY%        2022 YOY%  

 Insurance

       $341.8          -1.3%          $382.0          11.8%          $448.7          17.5%  

 Healthcare

       101.2          4.0%          112.4          10.9%          97.4          -13.4%  

 Emerging Business

       152.7          -19.7%          167.2          9.5%          218.6          30.7%  

 Analytics

       362.7          1.5%          460.7          27.0%          647.3          40.5%  

 Consolidated

       $958.4          -3.3%          $1,112.3          17.1%          $1,412.0          25.8%  

 

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2023 Proxy Statement summary

 

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2023 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, 2022 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

 

 

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2023 Proxy Statement summary

 

Corporate governance highlights

The following information is based on our board profile immediately following our Annual Meeting (assuming the election of our seven director nominees), and reflects current board practices.

 

LOGO

 

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2023 Proxy Statement summary

 

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2023 Proxy Statement summary

 

Nominees for election as directors

 

Name   Director
since
  Business Experience*   Committee
membership
     

LOGO

 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.  

Compensation and Talent Management Committee; Nominating and Governance Committee

 

     

LOGO

 Rohit Kapoor

 Vice Chairman

  November
2002
 

Co-founded the Company in 1999; Vice Chairman and CEO of the Company since 2012

 

  None
     

LOGO

 Andreas Fibig

  January 2023   Former Chairman and CEO of International Flavors & Fragrances  

Audit Committee; Nominating and Governance Committee

 

     

LOGO

 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 and Talent Management Committee; Nominating and Governance Committee

 

     

LOGO

 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 and Talent Management Committee

 

     

LOGO

 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

 

     

LOGO

 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 and Talent Management Committee (Chair); Audit Committee

 

 * A complete list of each nominee’s business experience and directorships is listed below beginning on page 20.

 

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2023 Proxy Statement summary

 

Director nominees - skills matrix

 

    LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   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

                           

Andreas Fibig

                                 

Som Mittal

                             

Kristy Pipes

                               

Nitin Sahney

                                       

Jaynie Studenmund

                         

Board statistics*

 

Board tenure

 

 

LOGO

 

Gender diversity

 

 

LOGO

 

Age distribution

 

 

LOGO

 

LOGO

 

 

Board independence

 

 

LOGO

 

Racial and ethnic diversity

 

 

LOGO

 

 

* Following our Annual Meeting, assuming election of all nominees

 

       
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2023 Proxy Statement summary

 

Our purpose and core values

 

 

LOGO

 

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 48 below for more details on our recent accomplishments in sustainability.

 

 

LOGO

 

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2022 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

 

 Ankor Rai

 

Executive Vice President and Chief Digital Officer

2022 Standard annual compensation

 

   Compensation component   Rohit
Kapoor
    Maurizio
Nicolelli
    Vikas
Bhalla(3)
    Vivek
Jetley
    Ankor Rai  
         
Salary     $766,384       $483,822       $265,432       $440,164       $420,082  
         
Non-equity incentive plan compensation     1,829,887       554,929       357,340       525,488       481,822  
         
Equity awards (1)     8,356,213       1,810,865       1,964,960       1,862,689       1,553,192  
         
Other compensation (2)     58,423       9,654       38,432       9,654       9,654  
    Total     $11,010,906       $2,859,270       $2,626,165       $2,837,996       $2,464,750  

(1) Equity award values reflect equity grants in 2022 based on the grant date fair value of awards in accordance with FASB ASC Topic 718.

(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 2022 is provided in the “Summary compensation table for fiscal year 2022” beginning on page 87.

(3) Mr. Bhalla is based in India. Certain of his compensation components, as described herein, are paid in Indian rupees (INR), and are converted for comparison purposes at 82.72 INR to 1 U.S. Dollar (USD), which was the exchange rate on December 30, 2022.

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 63 for a complete description of our 2022 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 69 below.

 

       
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2023 Proxy Statement summary

 

   

99% Say-on-Pay approval of 2021 compensation: At our 2022 Annual Meeting of Stockholders, our stockholders approved, on a non-binding advisory basis, the compensation paid to our named executive officers for fiscal year 2021. Over 99% of the votes present in person or by proxy (excluding broker non-votes) voted in favor of fiscal year 2021 compensation.

 

   

Annual incentive program based upon financial performance criteria: Our Compensation and Talent Management Committee approved the continued use of our annual incentive program, which was based upon the following performance criteria for 2022:

 

   

Company-wide metrics (75%)—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 and revenue-linked restricted stock units. See “Long-term equity incentives” beginning on page 80 below for more details.

 

   

2022 performance: We delivered the following revenue and AOPM (as described below) performance:

 

   

Annual incentive program: As measured under our annual incentive plan, we delivered 107.66% of our revenue performance target, and 101.45% of our AOPM target resulting in annual incentive payout calculations for our named executive officers, ranging from 153% of target performance to 159% of target performance. Our Compensation and Talent Management 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 performance-based restricted stock units granted in 2020. We achieved 101.6% of the revenue target for the revenue-linked restricted stock units resulting in 100% of target funding of those grants. The Company’s TSR performance was at the 97.6 percentile among its peer group, resulting in the executives earning 200% of the target funding of those grants. In the aggregate, the performance-based restricted stock units granted in 2020 achieved vesting of shares at 150% of target performance. No adjustments were made to the 2020 performance-based restricted stock units or the associated performance targets to account for the impact of the COVID-19 pandemic in the 2020, 2021 and 2022 fiscal years.

 

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LOGO

 

2023 Proxy Statement summary

 

Compensation mix

 

Vice Chairman & CEO

compensation mix

 

NEO compensation mix

(Excluding Vice Chairman & CEO)

 

 

LOGO

 

 

 

LOGO

* Base salary also includes other compensation

 

       
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Our board of directors

 

Our board of directors

Our board of directors currently consists of nine directors (including our seven director nominees, and two of our directors who currently serve 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.

 

 

LOGO

From left: Clyde Ostler* (Independent Director), Nitin Sahney (Independent Director and Nominating and Governance Committee Chair), Kristy Pipes (Independent Director and Audit Committee Chair), Rohit Kapoor (Vice Chairman and CEO), Jaynie Studenmund (Independent Director and Compensation and Talent Management Committee Chair), Andreas Fibig (Independent Director), Vikram Pandit (Independent Chairman), Som Mittal (Independent Director), Anne Minto* (Independent Director)

 

 

 

* Not standing for reelection

 

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LOGO

 

Our board of directors

 

Board diversity matrix

2023 Board diversity matrix (as of April 28, 2023)*

 

 Total number of directors:

  9
     Female   Male
 Part I: Gender identity          

 Directors

  3   6
 Part II: Demographic background          

 Asian

    4

 White (other than Middle Eastern)

  3   2

* Includes our nine current directors, including our seven nominees for election at the Annual Meeting.

2022 Board diversity matrix (as of April 28, 2022)

 

 Total number of directors:

  9
     Female   Male
 Part I: Gender identity          

 Directors

  3   6
 Part II: Demographic background          

 Asian

    4

 White (other than Middle Eastern)

  3   2

 

       
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Our board of directors

 

Director nominees for election at the Annual Meeting

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

The following tables provide a summary of our board composition by age, gender, tenure and independence immediately after our Annual Meeting (assuming the election of all nominees).

 

Age distribution    Gender diversity    Board tenure    Board independence
LOGO    LOGO    LOGO    LOGO

Our nominees for re-election as directors at the Annual Meeting are as follows:

 

       

LOGO

 

 

 

Vikram Pandit

Chairman and Independent Director

 

LOGO

 

  Rohit Kapoor
Vice Chairman and CEO and Director

LOGO

 

 

 

Andreas Fibig

Independent Director

 

LOGO

 

 

Som Mittal

Independent Director

LOGO

 

 

 

Kristy Pipes

Independent Director and Chair of the Audit Committee

 

LOGO

 

 

Nitin Sahney

Independent Director and Chair of the Nominating and Governance Committee

LOGO

 

 

 

Jaynie Studenmund

Independent Director and Chair of the Compensation and Talent Management Committee

       

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 34-35).

 

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LOGO

 

Our board of directors

 

The name, age (as of the date of this Proxy Statement), principal occupation 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 - Biographical information

 

 

  Vikram S. Pandit

   Director since October 2018    |    Chairman of the Board since 2022

 

 

Independent

 

 

LOGO

 

 

 

Age: 66 — 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:

 

   Compensation and Talent Management (from March 2023); Nominating and Governance

   Audit* (through February 2023)

 

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       

     LOGO

 

 

Finance

and accounting

 

 

     LOGO

 

Executive

leadership

(within the last 5 years)

 

 

     LOGO

 

Public company

governance

 

 

     LOGO

 

Analytics

 

 

 

     LOGO

 

Human capital

management

 

 

     LOGO

 

Digital operations and solutions

 

 

     LOGO

 

Global

experience

 

 

     LOGO

  Mergers and acquisitions  
   
   
   
   
   
   
     

 

 

* Audit committee financial expert under applicable SEC rules and regulations

 

       
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Our board of directors

 

 

  Rohit Kapoor

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

 

 

Non-independent

 

 

LOGO

  

 

Age: 58 — 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 (2011 - 2018)

 

Other relevant experience

 

   Member, Board of Directors, American India Foundation (AIF)

 

   Member, Board of Directors, Pratham (Tristate Chapter)

 

 

SKILLS

 

 

 

         LOGO

 

Finance

and accounting

 

 

         LOGO

 

Executive

leadership

(within the last 5 years)

 

           LOGO

 

 

Public company

governance

 

 

         LOGO

  Analytics  

 

         LOGO

  Human capital management  

 

     LOGO

  Digital operations and solutions  

 

         LOGO

  Marketing  

 

         LOGO

 

Global

experience

 

 

     LOGO

  Risk oversight and management       

 

     LOGO

  Mergers and acquisitions  

 

 

 

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LOGO

 

Our board of directors

 

 

  Andreas Fibig

   Director since January 2023

 

  

Independent

 

 

LOGO

 

 

Age: 61 — is a leader in the biosciences, healthcare and pharmaceutical industries. Mr. Fibig’s business experience and directorships are detailed below. The Company has concluded, based in part on Mr. Fibig’s experience as Chairman and CEO of International Flavors & Fragrance, Inc. and his expertise from over 25 years in the biosciences, healthcare and the pharmaceutical industries, as well as in ESG, that Mr. Fibig should serve as a director.

 

Committees:

   Audit Committee; Nominating and Governance Committee

 

Business experience

 

   Chairman and Chief Executive Officer, International Flavors & Fragrances, Inc., a food ingredients, beverage, scent, healthcare and biosciences company (2014 - 2022)

 

   President and Chairman of the Board of Management, Bayer Healthcare Pharmaceuticals, LLC a global pharmaceutical company (2008 - 2014)

 

   Senior Vice President/General Manager and various leadership positions, Pfizer, Inc., a multinational pharmaceutical and biotechnology company (2000 - 2008))

 

Public directorships during past five years

 

   Director, International Flavors & Fragrances, Inc. (2011 - 2022, Chairman from 2014 - 2022)

 

   Independent director and member of the research and development committee, former member of the audit committee, Novo-Nordisk A/S (NYSE: NVO), a global healthcare company (2018 - present)

 

   Independent director and member of the audit committee and finance and risk policy committee, Bunge Limited (NYSE: BG), a global agribusiness and food company (2016 - 2018)

 

Other relevant experience

 

   Director, Indigo Agriculture, an agricultural technology company (2022 - present)

 

   Director, EvodiaBio, a bioindustrial aroma company (2022 - present)

 

 

SKILLS

 

 

 

         LOGO

 

Executive

leadership

(within the last 5 years)    

 

           LOGO

 

 

Public company

governance

 

 

         LOGO

  Human capital management  

 

         LOGO

  Marketing  

 

         LOGO

 

Global

experience

 

 

     LOGO

  ESG       

 

     LOGO

  Mergers and acquisitions  
   

 

 

 

       
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Our board of directors

 

 

  Som Mittal

   Director since December 2013

 

  

Independent

 

 

LOGO

 

 

 

Age: 71 — 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 and Talent Management, 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, Sasken Technologies Limited (NSE: SASKEN), a telecommunications company (2022 - present)

 

   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  

       LOGO

 

Finance

and accounting

 

    

 

       LOGO

 

 

Executive

leadership

 

       LOGO

 

Public company

governance

 

 

       LOGO

 

Human capital

management

 

 

       LOGO

  Digital operations and solutions  

 

       LOGO

 

Global

experience

 

 

       LOGO

 

Risk oversight and

management

 

 

       LOGO

  Information and cybersecurity  

 

       LOGO

  ESG  
   
   
   
   
   
   
   
   
   
   
   
   
   
   

 

 

 

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LOGO

 

Our board of directors

 

 

  Kristy Pipes

   Director since January 2021

 

  

Independent

 

 

LOGO

 

 

 

Age: 64 — is a leader in the professional 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 and Talent Management

 

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, governance and sustainability committee, Public Storage (NYSE: PSA), an international self storage company (2020 - present)

 

   Director and chair of the audit committee, AECOM (NYSE: ACM), an international infrastructure consulting firm (2022 - present)

 

   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 - 2022)

 

Other relevant experience

 

   Director and chair of the audit committee, and member of the nominating, governance, and sustainability committee, Savers, Inc., one of the world’s largest thrift retailers

 

SKILLS

 

    

     LOGO

 

 

Finance

and accounting

 

 

    

 

     LOGO

 

 

Executive

leadership

(within the last 5 years)

    

     LOGO

 

Public company

governance

 

    

     LOGO

  Analytics  

    

     LOGO

 

Human capital

management

 

 

     LOGO

 

Global

experience

 

 

     LOGO

 

Risk oversight and

management

 

 

     LOGO

  Information and cybersecurity  
   
   

 

 

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

 

       
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Our board of directors

 

 

  Nitin Sahney

   Director since January 2016

 

  

Independent

 

 

LOGO

 

  

 

Age: 60 — 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 and member of the audit committee and the nominating and governance committee, Option Care Health, Inc. (NASDAQ: OPCH) (2019 - present)

 

Other relevant experience

 

   Member of the Board of Trustees, University of Louisville (2016 - 2019)

         LOGO

 

 

SKILLS

 

Finance

and accounting

 

        LOGO

 

 

Executive

leadership

(within the last 5 years)

 

         LOGO

 

 

Public company

governance

 

       LOGO

 

Mergers and

acquisitions

 
 
 
 
 
 
 
 
 
 
 
 
 
     

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

 

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LOGO

 

Our board of directors

 

 

  Jaynie M. Studenmund

   Director since September 2018

 

  

Independent

 

 

 

LOGO

 

  

 

Age: 68 — 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 and Talent Management (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 committee 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 nominating 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

 

 

   Member of the National Association of Corporate Directors (“NACD”) Directorship 100, 2021, as one of the top public company directors in the U.S.; Named to Women Inc.’s 2019 Most Influential Corporate Directors listing

 

   Board chair emeritus and life trustee, Huntington Health, an affiliate of Cedars Sinai Health

 

   Trustee and board member, and member of the finance, audit and compensation committees, J. Paul Getty Trust

 

 

SKILLS

 

       LOGO

 

 

Finance

and accounting

       LOGO

 

 

Executive

leadership

       LOGO

 

 

Public company

governance

       LOGO

 

  Analytics

       LOGO

 

 

Human capital

management

       LOGO

 

 

Digital operations

and solutions

       LOGO

 

  Marketing

       LOGO

 

 

Global

experience

       LOGO

 

Risk oversight and

management

 

       LOGO

  ESG

 

       LOGO

 

Mergers and

acquisitions

 
 
 
 
 
 
 
 
 
 
 
 
 
     

 

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

 

       
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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 Westcor Land Title Insurance Company (“Westcor”). During 2022, 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 Westcor. Mr. Pandit is not, and was not during 2022, a partner, controlling shareholder or executive officer of 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. It is our policy that all of our directors standing for election should attend our Annual Meetings of Stockholders absent exceptional cause.

Incumbent director meeting attendance

 

 

LOGO

Board and committee meetings in 2022

 

   LOGO

   

 

 

LOGO

   

 

 

LOGO

   

 

 

LOGO

  Board meetings       Audit Committee meetings       Compensation and Talent Management Committee meetings       Nominating and Governance Committee meetings
                 
 5       7       5       5

 

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Table of Contents

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. Our personnel 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.

 

   
 

    

     

 

       
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Corporate governance

 

Beyond the board room

 

 

   

 

 

 

 

Director onboarding

 

 
   

 

 

 

 

LOGO

 

 

 

 

  All new directors participate in an orientation program shortly after their election or appointment, which is overseen by the Nominating and Governance Committee. New directors  
     

 

   

 

   

 

   

 

   

 

participate in site visits and presentations by senior
management. By the end of orientation, our new directors are
familiar with our:

 

   strategic and business plans

 

   significant financial, accounting and risk management
matters

 

   compliance programs, and

 

   corporate governance framework.

 

 
       
   

 

 

 

 

Employee and stockholder engagement

 

 
   

 

 

 

 

LOGO

 

 

 

 

  Our directors are generally invited to visit any EXL office and have complete and open access to our management and employees.  
     

 

   



 

   


 

 

They also take part in EXL company initiatives in which they can
engage with our employees, stakeholders and community
members directly.

 

   In March 2023, together with our employee volunteers
and Mr. Kapoor, Ms. Minto participated in one of our
community engagement activities under our Education
as a Foundation Initiative with our partner, the OM
School Foundation, in India.

 

   Mr. Pandit participated in our 2022-2023 stockholder
engagement program, by joining management in a
discussion with one of our stockholders. See “Corporate
governance—stockholder engagement.”

 

 

 
 

Director continuing education

 

   
 

 

LOGO

 

We encourage our board members to participate in director continuing education (“DCE”):

 

•   We provide reimbursements for participation in DCE courses

   
 

 

•   We maintain a subscription for our directors with the National Association of Corporate Directors (“NACD”) and our directors actively take part in NACD offerings. For example, Ms. Studenmund is on an NACD Southern California special committee that meets regularly to discuss compensation committee matters

 

•   We provide regular updates to our directors on corporate governance and ESG matters, executive compensation developments and trends, accounting standards changes, risk management matters and other legal and other topics of interest from a variety of internal and external sources.

 

Our directors are active DCE participants: For example, in 2022, Ms. Pipes:

 

•   attended the annual KPMG Board Leadership Conference,

 

•   participated in over 50 hours of courses and trainings on cybersecurity and ESG, among other topics, and

 

•   received an NACD Cybersecurity certification following her participation in the NACD’s course on Cybersecurity led by Carnegie Mellon University.

 

Certain of our directors are also 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, 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 and is currently assisting NASSCOM in the development of data privacy legislation in India.

 

   
 

 

    

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

 
  

Anne Minto

Independent director

  

Kristy Pipes

Independent director

  

Rohit Kapoor

Vice Chairman

and CEO

  

Vikram Pandit

Independent Chairman

  

Som Mittal

Independent director

  

Jaynie Studenmund

Independent director

 

 

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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 Fifth Amended and Restated By-laws (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 chair 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 chair 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.

 

       
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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

  

 

Key skills and attributes

we look for in board nominees

 

LOGO   Strategic insight and broad business perspective

 

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

 

LOGO   Proven leadership skills

 

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.

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:

 

 

LOGO

  

 

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.

 

 

 

 

LOGO

  

 

Finance and accounting

Experience with finance, accounting or financial reporting processes, to help drive financial performance.

 

 

LOGO

  

 

Global companies

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

 

 

 

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LOGO

 

Corporate governance

 

 

LOGO

  

 

Board experience

Understanding of public company board of director and fiduciary duties, to help provide perspective on corporate governance best practices and related matters.

 

 

 

LOGO

  

 

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.

 

 

 

LOGO

  

 

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.

 

 

LOGO

 

  

 

Risk oversight/management

Experience assessing and overseeing the overall risk profile of multinational public companies.

 

 

LOGO

 

  

 

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.

 

 

 

LOGO

  

 

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.

 

 

 

LOGO

  

 

Experience in ESG matters

Experience in managing ESG matters, incorporating them into business and strategy and associated risks.

 

 

 

LOGO

  

 

Information and cybersecurity

Experience in information and cybersecurity matters, best practices and associated risks.

 

 

 

LOGO

 

  

 

Mergers and acquisitions

Experience in mergers and acquisitions as a component of business development and strategy.

 

 
LOGO   

 

Marketing

Experience in marketing and branding of multinational companies.

 

 

 

       
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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, following the Annual Meeting will be 29% diverse in terms of gender and 57% diverse in terms of ethnic/racial diversity.

 

In considering board composition, our Nominating and Governance Committee also considers the length of tenure of the directors as a whole. Following the Annual Meeting (assuming the election of all nominees), we will have the following balance of tenures:

   

 

Board refreshment

 

   

 

ADDITIONS

 

 

 

EXITS

 

   

 

LOGO

2023

 

Andreas Fibig

 

 

 

LOGO

2022

 

Garen Staglin

 

       

 

LOGO

2023

 

Anne Minto

Clyde Ostler

 

     
     

 

 

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. Each of our director nominees, other than our Vice Chairman and CEO, has served on the board for less than ten years as of the date of this Proxy Statement. 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.

 

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LOGO

 

Corporate governance

 

Board refreshment process

 

 

LOGO

 

       
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Corporate governance

 

Committee rotation

We rotate committee and committee chair assignments based on the current composition of the board. Recent rotations include the following:

 

 

LOGO

 * Former director

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

 

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LOGO

 

Corporate governance

 

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. We actively plan for the succession of our executive officers (including those who are retiring or departing from the Company), and regularly consider our strong pipeline of internal and external candidates.

Committees

Our board of directors currently has three standing committees: the Audit Committee, the Compensation and Talent Management Committee and the Nominating and Governance Committee. As discussed above, our board of directors has determined that each member of the Audit, Compensation and Talent Management and Nominating and Governance 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.

 

    

Audit
Committee

 

Compensation and
Talent Management Committee

 

Nominating and
Governance Committee

 

Kristy Pipes*

 

  LOGO   LOGO    

 

 

Andreas Fibig

 

  LOGO    

 

  LOGO

 

Clyde Ostler**

 

  LOGO   LOGO    

 

 

Nitin Sahney*

 

  LOGO    

 

  LOGO

 

Jaynie Studenmund*

 

  LOGO   LOGO    

 

 

Vikram Pandit (Chairman)

 

   

 

  LOGO   LOGO

 

Anne Minto*

 

   

 

  LOGO   LOGO

 

Som Mittal

 

   

 

  LOGO   LOGO
     

 

LOGO   

 

Chair                        

 

  LOGO   

 

Member

 

  

*Not standing for re-election

*Audit Committee Financial Expert

 

       
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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 cybersecurity 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 43. 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 cybersecurity 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*

 

     Andreas Fibig

     Clyde Ostler*

     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 disclosures, processes and controls, litigation, business continuity and disaster recovery, compliance and regulatory enforcement matters

 

 

     *Audit committee financial expert under applicable SEC rules and regulations

 

 

7 committee meetings in 2022

 

 

 

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LOGO

 

Corporate governance

 

Compensation and Talent Management Committee

Our Compensation and Talent Management 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 and Talent Management 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 and Talent Management Committee also provides oversight with respect to human capital management matters, including diversity, equity and inclusion, and talent and leadership engagement, development, and training and, in 2022, changed its name from Compensation Committee to Compensation and Talent Management Committee to reflect these responsibilities. Our Compensation and Talent Management 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 and Talent Management Committee charter also permits the committee to retain advisors, consultants or other professionals to assist the Compensation and Talent Management Committee to evaluate director, Vice Chairman and CEO or other senior executive compensation and to carry out its duties. For 2022, our Compensation and Talent Management Committee retained the services of Farient Advisors LLC (“Farient”), a qualified and independent compensation consultant, to aid the Compensation and Talent Management Committee in performing its review of executive compensation including executive compensation benchmarking and peer group analysis. Our Compensation and Talent Management Committee annually reviews and assesses the adequacy of the Compensation and Talent Management Committee charter and its own performance. Additional information regarding our Compensation and Talent Management Committee’s processes and procedures for considering executive compensation are addressed in the Compensation Discussion and Analysis below.

 

Compensation and Talent Management Committee profile

 

 

    Jaynie Studenmund, Chair

    Anne Minto

    Som Mittal

    Clyde Ostler

    Vikram Pandit

    Kristy Pipes

 

 

 

LOGO    

 

 

   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

 

5 committee meetings in 2022

 

 

 

The members of our Compensation and Talent Management Committee are appointed by our board of directors. All new members of our Compensation and Talent Management Committee must be recommended by our Nominating and Governance Committee.

During 2022, none of our executive officers served as a member of the board of directors or Compensation and Talent Management Committee of (or similar) any entity that has one or more executive officers who serve on our board of directors or Compensation and Talent Management Committee.

 

       
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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.

 

Nominating and Governance Committee profile

 

 

    Nitin Sahney, Chair

 

     Andreas Fibig

     Anne Minto

     Som Mittal

     Vikram Pandit

 

 

 

LOGO    

 

 

   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 2022

 

 

 

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.

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.

 

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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.

 

  

              LOGO              
             
       
    

Audit Committee

Responsible for primary oversight of our risk management, financial and cybersecurity risk and reporting internal and external audit controls and regulatory requirements. Reviews and discusses with management our enterprise risk assessment, major financial risk and cybersecurity exposures and the steps management has taken to monitor, control and manage such exposures, including our 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 and Talent
Management 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.

 
             

 

       
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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 and data privacy, referred to collectively herein as “cybersecurity,” risks on behalf of our clients and their customers, as well as our employees, contractors and any relevant third parties. Cybersecurity is managed by our cross-functional cybersecurity apex body, the Management Security, Continuity and Privacy Forum, which is comprised of representatives from our management, business unit heads, and our technology and information security leadership teams. 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. In 2022, our Board and management completed cybersecurity tabletop exercises to further our preparedness in the event of a need to address a variety of cybersecurity threat scenarios.

 

 

LOGO

For more details on our cybersecurity program, see “Sustainability – Cybersecurity at EXL” on page 54.

 

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LOGO

 

Corporate governance

 

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

Our board reviews and receives regular reports on ESG and sustainability risks, including those relating to ESG disclosures, employee safety, environmental-related efforts, human capital management matters, and corporate governance trends and best practices. In 2022, we continued to implement further controls, processes and frameworks for the collection and disclosure of ESG-related data. We also receive third-party limited assurance of certain indicators contained within our Sustainability Report from a Big 4 accounting firm affiliate.

Each of our board Committees is involved in oversight over ESG-related risks as relate to matters within their purview as follows:

 

 

LOGO

The full board is regularly briefed on the matters overseen by each Committee.

We maintain a 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 48.

 

       
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Corporate governance

 

Stockholder engagement

 

In 2022 and continuing into early 2023, we continued our formal governance-focused stockholder outreach program. The scope of our outreach and engagement is shown in the graphic to the right of this paragraph. Given our frequent engagement and the maturity of our stockholder outreach program, a number of our stockholders that we engaged with in prior years elected to defer meeting to a future year. EXL was represented by our management and members of our legal and investor relations teams at these meetings, and one meeting was led by Mr. Pandit, our Independent Board Chairman. We discussed the following topics:

  

Stockholder Engagement 2022-23

 

 

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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.

 

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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, 29th 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, 29th 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.

 

       
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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 by operating in a responsible and sustainable manner. We believe that by integrating sustainable practices into our business model, working towards positive social change, and providing transparent reporting on those practices and our progress, we are a stronger and more resilient organization, 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 2022 and continuing into 2023, we took a number of steps to continue improving our sustainability program. These recent activities include:

 

       
                

 

1

 

 

 

                    

Formally allocating oversight responsibilities to our board committees over ESG-related matters in late 2021 and early 2022, which are described on pages 40-42SA of this Proxy Statement, and, in 2022, adopting the name Compensation and Talent Management Committee, to reflect the committee’s oversight over human capital management matters

 

               
     

 

2

 

 

 

         

Taking new actions in environmental stewardship, including:

 

  transitioning certain of our delivery centers in India and the UK to 100% green energy and installing rooftop solar facilities in three of our delivery centers in India, among other green actions

  achieving ISO 14001:2015 certification in all of our locations worldwide, meeting international standards for effective environmental management systems

 

               
       
     

 

3

 

 

 

         

Demonstrating our commitment to providing transparency and meaningful disclosure on ESG-related information, including through:

 

  continuing to update our Sustainability page on our website, which highlights all of our relevant sustainability-related policies, reports, certifications and awards, targets and activities, available at www.exlservice.com/about/sustainability

  publishing our third 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 with assurance from a Big 4 accounting firm affiliate

  developing and adopting further controls, processes and frameworks around ESG data collection and reporting

  launching a Company-wide internal ESG amplification campaign aimed at driving employee support and participation in our ESG efforts

 

               
       
     

 

4

 

 

 

         

Launching a new Company-wide community engagement focus in 2022 that aims to bring science and technology skills, with a particular emphasis on coding, to women, girls and non-binary people in the communities in which we operate, in partnership with various non-profit organizations in India, the Philippines, South Africa, the United Kingdom and the United States, in addition to our existing education and skill building initiatives

 

 

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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

 

   
   

Skills to Win 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.

 

By virtue of our online delivery of a portion of our programming, were able to scale the Skills to Win Initiative, reaching more than three times as many beneficiaries in 2022 than we reached in the prior year. 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. In 2022, we created a new focus area for our Skills to Win Initiative to target bringing STEM skills- and in particular, coding skills- to girls, women and non-binary people in our communities in India, the Philippines, South Africa, the United Kingdom and the United States through partnerships with organizations and institutions in each of those locations.

       

Education as a Foundation 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. We use a blend of online and offline learning platforms, and have 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 2022, we were able to continue to scale this program, in part as a result of our use of a hybrid in-classroom and virtual format, to reach more than four times as many students than we had in the prior year.

   
               
   

 

In 2022, we brought this program to more than 3,400 people in our communities across the globe.

 

        In 2022, we brought this program to more than 11,000 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 use of virtual volunteering has made participation in our community engagement programming even easier for our employees, and has enabled us to reach more people through our programming.

We are also involved in fundraising initiatives. In 2022, we hosted an employee fundraiser and also routed a portion of our community engagement funding toward supporting the humanitarian aid and relief efforts in Ukraine. In 2023, we hosted an employee fundraiser to provide meals to individuals affected by the February 2023 earthquake in Turkey and Syria.

We regularly seek to increase engagement across our organization in our community initiatives. We hold an annual awards ceremony to recognize our employee volunteers for their contributions. In early 2023, we hosted geography-specific trainings for certain of our employees who we appointed to be our local “CSR champions.” Our CSR champions will assist us in driving interest and participation across our employee base in our community engagement programming.

 

       
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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. We 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 2022 progress toward these efforts in our 2022 Annual Sustainability Report to be published during 2023.

 

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 collect background information from our new suppliers on their policies and performance relating to economic and environmental matters, and human rights, data privacy, product safety and working conditions. We require our suppliers to adhere to our Supplier Standards of Conduct, which set out commitments relating to creating

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

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

Our supplier diversity programs encourage the engagement of suppliers of diverse backgrounds, including, without limitation, suppliers owned by people belonging to minority groups, women, the LGBTQ+ 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 and experience. In line with our core values, one of our principal priorities is promoting talent development, while creating an inclusive work environment that permits us to leverage our employees’ diversity to deliver exceptional results for our clients. We have an active employee relations function, which is overseen by our Compensation and Talent Management Committee, that regularly communicates with and seeks to understand our employees in order to swiftly respond to specific needs and concerns as they arise. We regularly conduct employee surveys to monitor our employee satisfaction and engagement, as further described below and employ people analytics in our talent management processes to optimize our delivery of our talent acquisition and development strategy. On an annual basis, our Compensation and Talent Management Committee previews, and then our full board reviews, a comprehensive human capital strategic review prepared by management.

Headquartered in New York, we are made up of over 45,400 professionals, with more than 50 offices spanning six continents.

EXL locations

 

 

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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 human resources leadership team, 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, equity 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 initiatives. The following are select DEI statistics* as of December 31, 2022:

 

41%    20%   22%    51%   61%
Gender Diversity
Company-wide
   Gender Diversity
Company-wide Vice
President and Up
  Gender Diversity
Senior Management
   Racial and Ethnic Diversity
U.S. Employees
  Racial and
Ethnic Diversity
Senior Management

*Senior Management includes members of our Executive Committee and Operating Committee. U.S. Employees includes diversity data as self-reported by employees.

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

 

 

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

 

 

 

 

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

 

 

 

 

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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.

 

 

 

 

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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 employee training to bring awareness to and address unconscious bias in the workplace to create a more inclusive workplace; mandatory Anti-Harassment trainings for employees in India and the United States

 
 

   Executive Women VP Development Program, a nine-month leadership development program offered to all of our women vice presidents in 2022 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

 

 

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   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 that is offered annually

 
 

   “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 2022, we launched The Umbrella Project, a celebration of inclusion alongside our LGBTQ+ colleagues, communities and allies worldwide

Talent recruitment, development and retention

 

      

Talent-first

mindset

  

 

Integrated talent

management

framework

 

  

Active role for senior

leadership

  

Continuous employee

development

We view talent as a differentiator for our Company’s competitive advantage and, under the leadership of our board of directors and senior executives, are committed to a talent-first mindset.    We maintain an integrated talent management framework, employing active collaboration between our recruitment, capability development and human resource functions.    Our senior leadership team and board of directors play a critical role in defining our talent priorities to align with our strategic vision for each of our business units, as well as with our clients’ priorities.    We focus on continuously developing our employees through our rigorous promotion standards, client and industry-specific training and competitive compensation packages that include incentive-based compensation.
            

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 and into 2022, we launched a new learning management system, reNew, 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. In 2022, we also launched a learning marketplace that provides employees with regularly updated best-in-class digital trainings and certifications.

 

       
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Academies

 

 

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2022 Training

 

 

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Employee engagement and communication

We consider communication and engagement with our more than 45,400 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, especially following our adoption of a hybrid operating model with our employees working remotely and in-office. 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 beginning in 2020 during the COVID-19 pandemic. In particular, we engage with our employees through:

 

 

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Benefits

 

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Paid leave for new parents

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Excused days of absence

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Generous vacation policy

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Paid holidays

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Employee assistance program providing confidential counseling services

Our employees also participate in our success:

 

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

 

 

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

 

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ESPP: Our employees in the U.S., the U.K. and India are invited to participate in our employee stock purchase plan, which was approved by our stockholders in our 2022 annual meeting

 

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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 2022, approximately 99% 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 workplace. We have received a number of recognitions and awards for our efforts in employee health and safety, detailed below under “Achievements, certifications and awards” on page 59. We also have a number of initiatives to promote our employees’ wellbeing:

 

 

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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

 

       
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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 regular knowledge and awareness training. Each of our employees receives regular 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

  

ISO 22301 Business

Resiliency

Certification – India,

Philippines and South

Africa operations

For more information on our cybersecurity risk management, please see “Cybersecurity risk management” on page 44. 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 ensure that our use of artificial intelligence (“AI”) in our business and operations is ethical and trustworthy. We emphasize data integrity as key to eliminate bias in the application of AI. We have a global AI Governance Policy and framework, and a 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, our business teams are guided by our AI bias principles and, in many cases, include a risk assessment exercise. Applicable employees also participate in trainings to identify and reduce bias in AI.

 

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Sustainability

 

Achievements, certifications and awards

 

 

Health and safety management system, and 75% of our delivery centers as of December 31, 2022, are certified to ISO 45001:2018, meeting international standards for occupational health and safety

 

 

 

All of our delivery centers worldwide 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

 

 

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Safety Excellence Award

for Women’s Safety 2021 and 2022, and for Fire Safety 2022

 

   

100 Most Sustainable

Companies 2022 and 2023

   

Safest Workplace

Award 2021 and 2022

 
 

 

   

 

   

 

 
  International Institute of Safety & Security Management (IISM) Global Conclave     Barron’s     World Safety Forum  
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  Environmental Stewardship     International Safety Award
   

Most Trusted Companies

 
  Award 2022     2022    

2022 and 2023

 
 

 

   

 

   

 

 
  World Safety Forum     British Safety Council     Newsweek  
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Gold Medal—2022

     
     

 

     
     

EcoVadis

     

 

       
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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 – Annual incentives – Determination of individual performance measure achievement” on page 79.

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 45.

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.

 

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Our executive officers

 

Our executive officers

 

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Rohit Kapoor (age 58)    |    Vice Chairman and CEO

See section entitled “Our board of directors” above.

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Ajay Ayyappan (age 45)    |    Executive Vice President, General Counsel and Corporate Secretary

Mr. Ayyappan has served as our Executive Vice President, General Counsel and Corporate Secretary since February 2023. He previously served as our Senior Vice President, General Counsel and Corporate Secretary (December 2018 to February 2023), our Vice President, Acting General Counsel and Corporate Secretary (August 2018 to December 2018), our Vice President, Deputy General Counsel and Assistant Secretary (April 2014 to August 2018) and our Vice President and Assistant General Counsel (March 2007 to March 2014). Prior to joining us, Mr. Ayyappan was a corporate associate at the law firm, Morgan, Lewis & Bockius LLP.

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Vikas Bhalla (age 51)    |    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 (June 2006 to October 2009), as Vice President, Migrations, Quality and Process Excellence of EXL India (April 2002 to June 2006) and as Director, Quality Initiatives of EXL India (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 India.

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Vivek Jetley (age 48)    |    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.

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Narasimha Kini (age 54)    |    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.

 

       
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Our executive officers

 

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Anita Mahon (age 54)    |    Executive Vice President and Business Head, Healthcare

Ms. Mahon has served as our Executive Vice President and Business Head, Healthcare since May 2022, and previously served as our Executive Vice President and Chief Growth Officer (March 2020 to May 2022). 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.

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Maurizio Nicolelli (age 54)    |    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.

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Ankor Rai (age 47)    |    Executive Vice President and Chief Digital Officer

Mr. Rai has served as our Executive Vice President and Chief Digital Officer from October 2021 until his resignation in April 2023. He previously served in several leadership roles with us, including as the global co-head of our Analytics business. Mr. Rai was with EXL since 2006. Prior to joining us, Mr. Rai was a Partner at Inductis.

 

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Executive compensation

 

Executive compensation

Compensation Discussion and Analysis

Table of Contents

 

Named executive officers

    65  

Executive summary

    65  

Select 2022 financial and business highlights

    65  

Total stockholder return

    66  

Awards and industry recognition

    66  

Clients and operations

    66  

Summary of key compensation considerations & decisions in 2022

    67  

Pay-for-performance

    67  

Executive compensation program, practices and policies

    69  

Overview of compensation policies and philosophies

    71  

Compensation process: roles and responsibilities

    72  

Components of executive compensation for 2022

    74  

Detailed review of compensation components

    75  

Base salary

    75  

Annual incentives

    76  

Long-term equity incentives

    80  

Fiscal year 2022 awards

    81  

Payout of awards granted in prior fiscal years

    84  

Benefits and perquisites

    84  

Risk and compensation policies

    84  

Severance and change-in-control benefits

    84  

Deductibility cap on executive compensation

    85  

Compensation and Talent Management Committee Report

    86  

Summary compensation table for fiscal year 2022

    87  

Grants of plan-based awards table for fiscal year 2022

    89  

Employment agreements

    90  

Rohit Kapoor

    90  

Maurizio Nicolelli

    91  

Vikas Bhalla

    91  

Vivek Jetley

    92  

Ankor Rai

    92  

 

       
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Outstanding equity awards at fiscal 2022 year-end

    93  

Option exercises and stock vested during fiscal year 2022

    94  

Pension benefits for fiscal year 2022

    95  

Potential payments upon termination or change in control at fiscal 2022 year-end

    95  

Indicative payouts for Rohit Kapoor

    98  

Indicative payouts for Maurizio Nicolelli

    100  

Indicative payouts for Vikas Bhalla

    101  

Indicative payouts for Vivek Jetley

    101  

Indicative payouts for Ankor Rai

    102  

Certain defined terms

    102  

CEO pay ratio

    104  

Director compensation for fiscal year 2022

    109  

 

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Executive compensation

 

Named Executive Officers

As determined in accordance with SEC rules, our named executive officers (“NEOs”) for 2022 are:

 

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Rohit Kapoor, our Vice Chairman and CEO

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Maurizio Nicolelli, our Executive Vice President and CFO

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

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

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Ankor Rai, our Executive Vice President and Chief Digital Officer until April 2023

Executive summary

Select 2022 financial and business highlights

 

   

Our annual revenues increased 25.8% from $1.12 billion in fiscal year 2021 to $1.41 billion in fiscal year 2022. Analytics revenue increased 40.5% and digital operations and solutions revenue increased 15.6%.

 

   

We improved our net income attributable to stockholders by 24.6% from $114.8 million to $143.0 million.

 

   

Our diluted EPS increased from $3.35 to $4.23, an increase of 26.1%.

 

   

We added approximately 8,000 employees to our global workforce, mainly in our delivery centers.

 

   

In 2022, the Company returned capital to stockholders by repurchasing $68.5 million of shares. The Company’s board of directors authorized a $300 million common stock repurchase program beginning January 1, 2022.

 

       
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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, 2022, 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

 

 

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3-Year TSR

 

 

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5-Year TSR

 

 

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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:

 

   

Customer’s Choice in Gartner® Peer Insights for Data and Analytics Service Providers

 

   

Leader in Everest Group Advanced Analytics and Insights Services and Healthcare Analytics Service Providers PEAK Matrix® Assessments

 

   

Leader in Gartner® Magic Quadrant for Finance and Accounting Business Process Outsourcing

 

   

Leader in all four categories in the ISG Provider Lens for Digital Finance and Accounting Outsourcing Services

 

   

Leader in Everest Group Digital Platform & Augmentation Suite in Insurance BPS PEAK Matrix® Assessment

 

   

Luminary in Celent New Business and Underwriting Systems: Global Life Insurance

 

   

Leader in Everest Group Property & Casualty Insurance BPS PEAK Matrix®

 

   

Leader in all three categories in the ISG Provider Lens for Insurance Services: P&C Insurance BPO Services, Life & Retirement Insurance BPO Services and Life & Retirement TPA Services

 

   

Best in KLAS 2022 for Risk Adjustment

 

   

Best in Class in the Aité Matrix: Payment Integrity in Healthcare

 

   

Leader in Everest Group Healthcare Payer Operations PEAK Matrix® Assessment 2022

Clients and operations

 

   

In 2022, we won 59 new clients, adding to the 58 new clients we won in 2021.

 

   

In the past year, revenue from our top 20 clients grew by 18.4%, with 16 of those clients contracting for our services and solutions in both analytics and digital operations and solutions.

 

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Executive compensation

 

Summary of key compensation considerations & decisions in 2022

The following highlights the Compensation and Talent Management Committee’s key considerations and compensation decisions in 2022 and with respect to performance for 2022 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 were revised effective October 1, 2022, as described below.
 
  Annual Incentives   We based our annual incentives on achievement of Company goals (revenue and AOPM) and personal performance goals. In 2022, we delivered 107.66% of our revenue performance target and 101.45% of our AOPM target, resulting in annual incentive payout calculations for our NEOs, ranging from 153% of target performance to 159% of target performance of the named executive officers.
 
  Equity Incentives  

This was the third and final performance year for the performance-based restricted stock units granted in 2020. We achieved 101.6% of the revenue target for the revenue-linked restricted stock units resulting in 100% of target funding of those grants. The Company’s TSR performance was at the 97.6 percentile among its performance peer group (as defined below), resulting in the NEOs earning 200% of the 2020 relative TSR- linked restricted stock units pursuant to the terms of the original grant. In the aggregate, the performance-based restricted stock units granted in 2020 achieved vesting of shares at 150% of target performance. No adjustments were made to the 2020 performance-based restricted stock units or the associated performance targets to account for the impact of the COVID-19 pandemic in the 2020, 2021 and 2022 fiscal years.

 

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.

 

       
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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 incentive awards 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)
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*Base salary also includes other compensation

 

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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 2022, 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

   

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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.

 

 

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  No option repricing: We prohibit option repricing without stockholder approval.
   

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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.

 

 

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  No option backdating or discounting: We prohibit option backdating and discounting.
   

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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.

 

 

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  No excessive overhang or dilution: We do not have excessive overhang or dilution from equity grants.

 

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

 

Our Compensation and Talent Management Committee is advised by an independent consultant who reports directly to the Compensation and Talent Management Committee and provides no other services to the Company or management.

 

 

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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.

   

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  Mitigate risks: The mix and design of our compensation programs serves to mitigate operational, financial, legal, regulatory, strategic and reputational risks.  

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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”).

 

   

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  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 and Talent Management Committee, the identified executive’s misconduct was a material factor causing the restatement.  

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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.

 

   

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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 cash retainers. Directors have five years from their appointment date to attain the required stock ownership levels.

 

As of December 31, 2022, all covered executives and directors were in compliance with the stock ownership policy.

 

 

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  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.
             

 

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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 and Talent Management 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 the 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.

 

 

 

       
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Executive compensation

 

Compensation process: roles and responsibilities

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

 

 

Company performance – Compensation and Talent Management Committee

 

 

Establishment of performance measures

At the beginning of each year, or the end of the prior year, our Compensation and Talent Management Committee establishes the Company-wide and relevant business line performance measures on which our named executive officers’ annual incentive awards 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 and Talent Management 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 annual incentive 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 and Chair of the Compensation and Talent Management Committee lead 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 assessments of each of them.

 

Our board of directors reviews the performance assessments with Mr. Kapoor, and evaluates the achievement of established objectives by each executive officer and his or her business line, if applicable, and his or her contribution to our performance, leadership accomplishments and overall competence. The board of directors may exercise their judgment based on the executive officer’s interactions with the board of directors.

 

 

Other matters relevant to compensation decisions – Compensation and Talent Management Committee

 

 

 

Our Compensation and Talent Management 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 and Talent Management Committee also takes into account an executive officer’s job responsibilities, performance, qualifications and skills in determining individual compensation levels.

 

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Executive compensation

 

Independent compensation consultant

 

For 2022, the Compensation and Talent Management Committee retained the services of Farient, a qualified and independent compensation consultant, to aid the Compensation and Talent Management Committee in performing its duties. The Compensation and Talent Management 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 and Talent Management Committee on developing trends and best practices in executive and director compensation and equity and compensation governance, and

   advising the Compensation and Talent Management 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 and Talent Management Committee.

 

Peer market data

 

Compensation and Talent Management Committee and independent compensation consultants

 

We review peer compensation data on an annual basis in order to set compensation for each following year. At the time compensation decisions were made for our senior executive officers in 2022, our Compensation and Talent Management Committee reviewed publicly available compensation data. In partnership with our independent compensation consultant, we have established a list of criteria to assess the relevance of different companies to be included in our compensation peer group. The criteria by which we select our peers includes companies that are in similar industries as us, have similar business models as us (operating in similar markets, requiring similar executive talent skills and subject to similar market forces), and are within a revenue range of around half our revenues to four times our revenues.

 

The following chart shows the companies that make up our peer group as well as the respective industries and revenues of each:

 

    Company   Industry  

Revenue

($MM, USD)

 

 

  EPAM Systems, Inc.   IT Consulting and Other Services   $4,825
 

 

  Genpact Limited   Data Processing and Outsourced Services   $4,371
 

 

  Splunk Inc.   Application Software   $3,654
 

 

  Verisk Analytics, Inc.   Research and Consulting Services   $2,497
 

 

  TTEC Holdings, Inc.   Data Processing and Outsourced Services   $2,444
 

 

  Teradata Corporation   Systems Software   $1,795
   

 

  ExlService Holdings, Inc.   Data Processing and Outsourced Services   $1,412
 
  Fair Isaac Corporation   Application Software   $1,377
 

 

  WNS (Holdings) Limited   Data Processing and Outsourced Services   $1,110
 

 

  CSG Systems International, Inc.   Data Processing and Outsourced Services   $1,090
 

 

  MultiPlan Corporation   Health Care Technology   $1,080
 

 

  Perficient, Inc.   IT Consulting and Other Services   $   905
 

 

  Guidewire Software, Inc.   Application Software   $   813

 

       
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We use a separate peer group for measuring performance under our PRSUs, as described under “Compensation—Fiscal year 2022 awards.”

 

Management also used compensation survey data from Aon Consulting, comprising companies within our global industry with whom we compete for talent. While the Compensation and Talent Management 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 2022.

 

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

 

Our Compensation and Talent Management 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 2022

For 2022, 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 NEO’s 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.

 

40% of the award vests based on continued service.

 

60% vests based on achievement of revenue and total stockholder return goals.

 

In addition, for 2022, certain executives had the ability to receive share matching awards, as described in greater detail below.

 

 

 

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.

 

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Executive compensation

 

  Compensation component

 

Description

 

Objectives

 

  Other benefits

 

 

Broad-based benefits provided to company employees (e.g., health and group insurance), a retirement savings plan and other personal benefits where appropriate.

 

 

Provide a total compensation package that is competitive with the marketplace and addresses unique needs, especially for overseas executives.

 

  Severance and change
  in control protections

 

 

Protect executives during potentially tumultuous corporate transaction.

 

Provide reduced post-employment compensation upon other involuntary terminations.

 

 

Allow executives to focus on generating stockholder value during a change in control transaction.

 

Provide market-competitive post-employment compensation recognizing executives likely require more time to find subsequent employment.

 

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 2022, our Compensation and Talent Management 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.
      

 

       
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Executive compensation

 

Upon completing its review, the Compensation and Talent Management Committee determined it was appropriate to increase base salaries for all of our named executive officers, effective as of October 1, 2022. Noting that, as of that date, it had been one and a half years since any base salary increase for Mr. Bhalla and Mr. Jetley and almost three years since any base salary increase for Mr. Nicolelli, the Compensation and Talent Management Committee determined that base salary increases were warranted in order to align more closely to the median of the market, including in light of the internal promotion of certain of our NEOs, Mr. Jetley and Mr. Rai, within the last several years, and account for individual performance. In addition, Mr. Jetley’s base salary increase recognizes the significant growth in Analytics over the past year, and Mr. Rai’s recognizes the importance of the Company’s digital strategy. 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, and a cash supplementary allowance, consistent with compensation practices in India.

 

    Name

  

2021 Base salary /
annual fixed
compensation ($)

    

2022 Base salary /
annual fixed
compensation ($)

    

%
Increase