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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


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LOGO

 

 

320 Park Avenue, 29th Floor

New York, NY 10022

(212) 277-7100

Dear Stockholder,

 

LOGO

As we reflect on the past year, 2023 was defined by growth and continued evolution. The most significant development was EXL’s continued integration of emerging artificial intelligence (“AI”) technology into our longstanding data-led strategy. We achieved this by unlocking key synergies between data and AI. To create better outcomes for our clients, we leverage our deep experience with data to employ AI in more reliable ways, and we use AI to refine and enrich our data. This integration of AI into our data-led strategy positioned us well for industry-leading performance over the past year and will continue to do so looking forward to 2024, our 25th anniversary year, and beyond.

Our earnings numbers help tell that story. In 2023, we generated strong growth across both Analytics and Digital Operations and Solutions. Our 2023 revenue was $1.63 billion, representing growth of 16% over 2022. We also grew adjusted EPS(1) to $1.43, up 19% from $1.20 in 2022.

Our ability to continue executing at this high level, despite fast-moving changes in technology and market dynamics, is the result of sound execution, our differentiated strategy, our balanced portfolio of businesses and our amazing team of more than 50,000 people committed to constant improvement. In 2023, we established an AI Center of Excellence with 1,500 specialists. Our employees spent 1.3 million hours training through our democratized self-learning platform, with more than a quarter of our employees taking advantage of AI training and development tools and more than 57% of our employees participating in digital skills training. We developed several generative AI applications for internal use in areas such as employee self-service, recruiting and finance, and embedded AI into our core solutions. We now have more than 150 AI use cases, with over 30 deployments in production with go-live for 6 clients.

 

 

(1) Adjusted EPS is a non-GAAP financial measure. See “Non-GAAP Reconciliation” later in this proxy statement.

 

       
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This year’s Proxy Statement highlights continued progress on our sustainability efforts, which contribute to our business success. We have installed solar power projects at several of our centers in India and also transitioned several centers in India and the UK to renewable energy through open access arrangements, which has helped reduce our Scope 2 greenhouse gas emissions. We have continued our focus on diversity, equity and inclusion by developing diverse leadership and building an inclusive work culture where our employees are empowered to bring their authentic contributions, collaborate and drive innovation. Making good on our commitment to not only run a world class business, but to also support our people and the communities in which we operate, we significantly increased our community engagement participation: EXL employees contributed more than 37,000 volunteer hours as part of our community engagement efforts, up approximately 22,000 hours from the prior year, and more than 19,000 of our employees joined EXL-sponsored community engagement initiatives, up from 7,000 participants in 2022.

We are proud of this progress, and the external recognitions we received for these efforts, including for the fourth year as one of America’s Most Responsible Companies by Newsweek and Statista, Inc., for the third year as one of Barron’s 100 Most Sustainable Companies and a Gold rating from EcoVadis. You can read more about our commitment to sustainability on our website, in our Sustainability Report and in the “Sustainability” section of this Proxy Statement.

On behalf of the board of directors of ExlService Holdings, Inc., we are pleased to invite you to the 2024 Annual Meeting of Stockholders, which will be held on June 20, 2024. We look forward to sharing more about our company at the Annual Meeting. We encourage you to carefully read the attached 2024 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

Rohit Kapoor

Chair and CEO

     Vikram Pandit
Lead Director

 

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Notice of 2024 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to the 2024 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 eight 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 2024;

 

  3.

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

 

  4.

the approval of the Fourth Amended and Restated Certificate of Incorporation to provide for, among other things, officer exculpation; and

 

  5.

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, 2024 at 9:00 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/EXLS2024 and using your 16-digit control number.

If you are a stockholder of record at the close of business on April 23, 2024, 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. 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.

Please note the technical requirements for virtual attendance at the Annual Meeting, as described in the enclosed Proxy Statement beginning on page 122 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 29, 2024, we will mail a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) to each of our stockholders of record and beneficial owners at the close of business on the record date. On the date of mailing of the

Internet Notice, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to in the Internet Notice. These proxy materials will be available free of charge.

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

 

       
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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 29, 2024

 

 

   

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2024 Proxy Statement

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2024 Proxy Statement Summary

    1  

Our board of directors

    13  

Corporate governance

    25  

Sustainability

    44  

Our executive officers

    57  

Executive compensation

    60  

Compensation Discussion and Analysis

    60  

Compensation and Talent Management Committee Report

    83  

Summary compensation table for fiscal year 2023

    84  

Stock ownership of directors, executive officers and certain beneficial owners

    105  

Certain relationships and related person transactions

    107  

Audit Committee Report

    108  

Proposal 1 — Election of directors

    109  

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

    111  

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

    113  

Proposal 4 — Fourth Amended and Restated Certificate of Incorporation to provide for, among other things, officer exculpation

    115  

Miscellaneous

    118  

Stockholder proposals and director nominations for the 2025 Annual Meeting

    118  

Non-GAAP Reconciliation

    120  

Annual Meeting Q&A

    122  

Other matters

    127  

 

       
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2024 Proxy Statement summary

 

2024 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, 2023 (the “2023 Form 10-K”). We refer to the fiscal year ended December 31, 2023 as “fiscal year 2023,” “fiscal 2023,” and “2023.” Unless otherwise indicated, all prior period information has been adjusted to reflect the 5-for-1 forward stock split of our common stock effected in August 2023.

Meeting agenda, voting matters and recommendations*

 

Voting proposal item      

 

   Board vote recommendation

1. Election of directors

   LOGO    FOR the election of each nominee
(pg. 109)

Required vote: Affirmative vote of a majority of votes cast

 

2. Ratification of appointment of independent registered public accounting firm

   LOGO    FOR (pg. 111)

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. 113)

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

 

4. Fourth Amended and Restated Certificate of Incorporation to provide for, among other things, officer exculpation

  

LOGO

   FOR (pg. 115)

Required vote: Affirmative vote of a majority 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.

 

 

       
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  Annual meeting information

 

 

LOGO

  

Time and date:

 
   9:00 AM (Eastern Time)
June 20, 2024
 

 

LOGO

  

Record date:

 
   April 23, 2024  

 

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 123 for additional details.

 

 

 
 


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2024 Proxy Statement summary

 

Our business

We are a leading data analytics and digital operations and solutions company. We partner with clients using a data and AI-led approach to reinvent business models, drive better business outcomes and unlock growth with speed. EXL harnesses the power of data, analytics, artificial intelligence (“AI”), and deep industry knowledge to transform operations for the world’s leading corporations in industries including insurance, healthcare, banking and financial services, media and retail, among others. EXL was founded in 1999 with the core values of innovation, collaboration, excellence, integrity and respect. We are headquartered in New York, and have approximately 54,000 employees as of December 31, 2023, spanning six continents.

 

 Company’s three year performance         
       Revenue (Year-over-year growth %)  
 Revenue by segment information ($ in millions)      2021 YOY%        2022 YOY%        2023 YOY%  

 Insurance

       $382.0          11.8%          $448.7          17.5%          $529.9          18.1%  

 Healthcare

       112.4          10.9%          97.4          -13.4%          106.0          8.9%  

 Emerging Business

       167.2          9.5%          218.6          30.7%          265.7          21.5%  

 Analytics

       460.7          27.0%          647.3          40.5%          729.1          12.6%  

 Consolidated

       $1,112.3          17.1%          $1,412.0          25.8%          $1,630.7          15.5%  

 

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2024 Proxy Statement summary

 

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Total stockholder return

The graphs below compare our 1-year, 3-year and 5-year cumulative total stockholder return (“TSR”) as of December 31, 2023 with the median TSR for companies comprising Nasdaq, S&P 600 and our peer group.

 

1-Year TSR

 

 

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3-Year TSR

 

 

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5-Year TSR

 

 

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Corporate governance highlights

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

 

 

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Nominees for election as directors

 

 

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Director nominees - skills matrix

Our director nominees review and indicate whether they are experts in each of the skills and areas of experience listed below. An “expert,” for purpose of the skills set forth in this skill matrix, means an individual who, based on career experience (other than as an EXL director), has developed and continues to maintain comprehensive knowledge and command over the subject matter, including relevant updates. Definitions for each of these skills, as well as a description for how these are considered for candidates for directors, can be found under “Director Qualifications” beginning on page 29 of this Proxy Statement.

 

    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

Rohit Kapoor

                           

Vikram Pandit

                               

Thomas Bartlett

                               

Andreas Fibig

                                 

Kristy Pipes

                               

Nitin Sahney

                                       

Jaynie Studenmund

                         

Sarah K. Williamson

                                 

 

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2024 Proxy Statement summary

 

Board statistics*

 

Board tenure

 

 

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  Gender diversity

 

 

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Racial and ethnic diversity

 

 

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Age distribution

 

 

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Board independence

 

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* Following our Annual Meeting, assuming election of all nominees

 

       
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Our purpose and core values

 

 

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2024 Proxy Statement summary

 

Sustainability

At EXL, we believe that there is always a better way; we look deeper, find it, and make it happen. This purpose informs our corporate culture, which, in turn, is rooted in our five core values. In line with our purpose, values and culture, we are committed to finding a better way through sustainability initiatives that are aligned with our long-term corporate strategy and designed to benefit our stockholders, clients, employees, communities and manage expectations and commitments across various stakeholder groups. See “Sustainability” beginning on page 44 below for more details on our recent accomplishments in sustainability.

 

 

LOGO

Compensation Overview

 

   

Compensation philosophy: Our executive compensation philosophy is focused on pay-for-performance.

 

   

Over 98% Say-on-Pay approval of 2022 compensation: At our 2023 Annual Meeting of Stockholders, our stockholders approved, on a non-binding advisory basis, the compensation paid to our named executive officers for fiscal year 2022. Over 98% of the votes present in person or by proxy (excluding broker non-votes) voted in favor of fiscal year 2022 compensation.

 

   

Annual incentive program: Our annual incentive program continued to use the same, formulaic performance criteria for 2023 as it has been using for several years, which includes:

 

   

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

 

 

In 2023, we achieved 100.6% of our revenue performance target, and 101.4% of our AOPM target resulting in annual incentive payout calculations for our named executive officers, ranging from 113% of target performance to 133% of target performance.

 

       
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Long-term equity incentive program: We also continued our equity incentive program, which in 2023 included granting a balanced mix of time-vested restricted stock units and performance-based restricted stock units to all of our named executive officers. The performance-based restricted stock units were comprised of relative total stockholder return-linked restricted stock units and revenue-linked restricted stock units.

 

 

In 2023, we also granted one-time stock options to all the members of our Executive Committee (which includes our named executive officers), except for our Chair and CEO.

 

 

This was the third and final performance year for the performance-based restricted stock units granted in 2021, which were linked to the Company’s TSR performance relative to a peer group. The Company’s TSR performance was at the 96th percentile among its peer group, resulting in the executives earning 200% of the target funding of those grants.

 

   

Compensation Policies. Our compensation program is designed to reflect appropriate governance practices aligned with the needs of our business, and includes, among others, the following features: robust clawback policy; robust stock ownership guidelines; limited perquisites; no excise tax gross-ups; and an anti-hedging and anti-pledging policy. See “Executive compensation program, practices and policies” beginning on page 65 below.

Compensation mix

 

Chair & CEO

compensation mix

 

NEO compensation mix

(Excluding Chair & CEO)

 

 

LOGO

* Base salary also includes items included in “All Other Compensation” in the Summary Compensation Table on page 84.

 

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Our board of directors

 

Our board of directors

Our board of directors currently consists of nine directors (including our eight director nominees, and one of our directors who currently serves on the board, but will not stand for re-election) with diverse experience, including in analytics, digital operations and solutions, client industries, information and cybersecurity, human capital management, sustainability, and finance and accounting, among others.

 

 

LOGO

From top left: Nitin Sahney (Independent Director and Nominating and Governance Committee Chair), Kristy Pipes (Independent Director and Audit Committee Chair), Andreas Fibig (Independent Director) Jaynie Studenmund, (Independent Director and Compensation and Talent Management Committee Chair)

From bottom left: Sarah K. Williamson, (Independent Director) , Rohit Kapoor (Chair and CEO), Vikram Pandit (Lead Director), Som Mittal* (Independent Director). Not pictured: Thomas Bartlett (Independent Director)

 

 

* Not standing for re-election

 

       
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Our board of directors

 

Board diversity matrix

2024 Board diversity matrix (as of April 29, 2024)*

 

 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 eight nominees for election at the Annual Meeting.

2023 Board diversity matrix (as of April 29, 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 

 

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LOGO

 

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 eight of our existing directors as nominees for election as directors at the Annual Meeting. As previously disclosed, one of our current directors, Mr. Mittal, will not be standing for re-election at the Annual Meeting; the remaining eight directors are our director nominees at the Annual Meeting.

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

 

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

* Following our Annual Meeting, assuming election of all nominees

 

       
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Our board of directors

 

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

 

       

 

LOGO

 

 

 

Rohit Kapoor
Chair and CEO

 

 

 

 

LOGO

 

 

Vikram Pandit

Lead Director

LOGO

 

 

 

Thomas Bartlett

Independent Director

 

 

LOGO

 

 

Andreas Fibig

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

 

LOGO

 

 

Sarah K. Williamson

Independent Director

 

We believe that our director nominees, 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” beginning on page 29.

 

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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

 

 

 Rohit Kapoor

  Director since November 2002 | Chair (since 2024) and CEO (since 2008)

 

Non-independent

 

LOGO

 

 

 

Age: 59 — co-founded EXL in April 1999 and has served as our Chair and CEO since April 2024, and previously our Vice Chair 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, skills 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

 

 

•   Chair and CEO (2024 - present)

 

•   Vice Chair and CEO (2012 - 2024)

 

•   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)

 

Other relevant experience

 

 

•   Lead independent director, director and member of the audit committee, CA Technologies, Inc. (NASDAQ: CA), a software services company (2011 - 2018)

 

•   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  
     

 

 

 

       
     EXL 2024 Proxy Statement   

/

   17  


Table of Contents

 

Our board of directors

 

 

 Vikram S. Pandit

  Director since October 2018 | Lead Director since 2024 (Chair of Board from 2022 - 2024)

 

Independent

 

LOGO

 

 

 

Age: 67 — 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, skills 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; Nominating and Governance

 

Business experience

 

•   Chairman and Chief Executive Officer, The Orogen Group LLC (July 2016 - present)

 

•   Chairman, TGG Group (February 2014 - June 2016)

 

•   Chief Executive Officer, Citigroup Inc. (December 2007 - October 2012)

 

Public directorships during past five years

 

•   Director and member of the nominating and governance and finance committees, Virtusa Corporation (NASDAQ: VRTU) (2017 - 2021)

 

•   Lead Independent Director, chair of the human resources and compensation committee and member of the corporate governance and nominating committee, former member of the audit committee, Bombardier Inc. (TSX: BBD) (2014 - 2021)

 

Other relevant experience

 

•   Director, Citigroup Inc. (December 2007 - October 2012)

 

•   Director, Fair Square Financial Holdings (2017 - 2021)

 

•   Director, Westcor Land Title Insurance Company (2020 - present)

 

•   Chairman, JM Financial Credit Solutions Ltd. (2014 - present)

 

•   Member of the Board of Overseers of Columbia Business School

 

•   Member of the Board of Visitors of Columbia School of Engineering and Applied Science

  SKILLS  

 

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  
   
   
   
   
     

 

 

 

  18   

/

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Table of Contents

LOGO

 

Our board of directors

 

 

 Thomas Bartlett

  Director since March 2024 

 

Independent

 

LOGO

 

 

Age: 66 — is a seasoned business executive with extensive experience in technology and management of real estate. Mr. Bartlett’s business experience, skills and directorships are detailed below. The Company has concluded, based in part on Mr. Bartlett’s experience as the former Chief Executive Officer of American Tower Corporation, as well as his prior executive experience at Verizon Communications, that Mr. Bartlett should serve as a director.

 

Committees:

 

•   Audit*; Nominating and Governance

 

Business experience

 

•   Former Chief Executive Officer of American Tower Corporation (2020-2023); Executive vice president and chief financial officer (2009-2020); Treasurer (July 2017-Nov. 2018, 2012-2013)

 

•   Various operations and business development roles with predecessor companies and affiliates, including most recently senior vice president and corporate controller, Verizon Communications (1984-2009)

 

•   Began career at Deloitte, Haskins & Sells

 

Public directorships during past five years

 

•   Director and member of the audit committee and the compensation committee, Otis Worldwide Corporation (NYSE: OTIS) (2023-present)

 

•   Director and member of the audit committee and chair of the finance committee, Equinix, Inc. (Nasdaq: EQIX) (2013-2021)

 

•   Director, American Tower Corporation (NYSE: AMT) (2020-2024)

 

Other relevant experience

 

•   Member, Board of Advisors of the Rutgers Business School

 

•   Member, Samaritans Advisory Council

 

•   Former member, Business Roundtable

 

•   Former member, Massachusetts Institute of Technology Presidential CEO Advisory Board

 

•   Former member, World Economic Forum’s Information and Communications Technology Board of Governors

 

•   Former member, National Association of Real Estate Investment Trust (NAREIT) Executive Committee

 

 

SKILLS

 
   

 

LOGO

 

 

Finance

and accounting

 

 

 

LOGO

 

 

Executive

leadership

(within the last 5 years)

 

LOGO

 

Public company

governance

 

 

LOGO

 

Human capital

management

 

 

LOGO

 

 

Digital operations and solutions

 

 

LOGO

 

Global

experience

 

 

LOGO

 

Risk oversight and management

 

 

LOGO

 

Mergers and acquisitions

 
   
   
   
   

 

 

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

 

       
     EXL 2024 Proxy Statement   

/

   19  


Table of Contents

 

Our board of directors

 

 

 Andreas Fibig

  Director since January 2023

 

independent

 

LOGO

 

 

 

Age: 62 — is a leader in the biosciences, healthcare and pharmaceutical industries. Mr. Fibig’s business experience, skills 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; 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

 

•   Chairman, Simtra (formerly Baxter Bioscience), a pharmaceutical contract development and manufacturing organization (2023 - present)

 

•   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  
   
   
   
     

 

 

 

  20  

/

  EXL 2024 Proxy Statement     
       


Table of Contents

LOGO

 

Our board of directors

 

 

 Kristy Pipes

  Director since January 2021

 

independent

 

LOGO

 

 

 

Age: 65 — is a leader in the professional services industry. Ms. Pipes’s business experience, skills 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 member of the nominating, governance, and sustainability committee, Savers Value Village (NYSE: SVV) one of the world’s largest thrift retailers (2023 - 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)

  SKILLS      

 

LOGO

 

 

Finance

and accounting

 

 

 

LOGO

 

Executive

leadership

 

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.

 

       
     EXL 2024 Proxy Statement  

/

  21  


Table of Contents

 

Our board of directors

 

 

 Nitin Sahney

  Director since January 2016 

 

Independent

 

LOGO

 

 

 

Age: 61 — Is a leader in the healthcare industry with over 25 years of experience across all areas of healthcare. Mr. Sahney’s business experience, skills 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 - 2023)

 

Other relevant experience

 

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

  SKILLS  

 

LOGO

 

 

Finance

and accounting

 

 

 

LOGO

 

Executive

leadership

(within the last 5 years)

 

LOGO

 

Public company

governance

 

 

LOGO

 

Mergers and

acquisitions

 

 

 

  

 

 

 

  

   

 

  

 

 

 

  

 

 
   
     

 

 

 

  22   

/

   EXL 2024 Proxy Statement     
       


Table of Contents

LOGO

 

Our board of directors

 

 

 Jaynie Studenmund

  Director since September 2018 

 

independent

 

LOGO

 

 

 

Age: 69 — 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, skills 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)

 

Other relevant experience

 

•   Director, compensation committee chair and member of the compliance committee, Pinnacle Entertainment (Nasdaq: PNK) until its acquisition in 2018 (2012 - 2018)

 

•   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.

 

       
     EXL 2024 Proxy Statement   

/

   23  


Table of Contents

 

Our board of directors

 

 

 Sarah K. Williamson

  Director since June 2023 

 

Independent

 

LOGO

 

 

 

Age: 60 — is a leader in the global financial services and investment industries. Ms. Williamson’s business experience, skills and directorships are detailed below. The Company has concluded, based in part on Ms. Williamson’s experience as the Chief Executive Officer of FCLTGlobal, as well as her prior experience at Wellington Management Company, LLP and her expertise in the global financial services and investment industries, that Ms. Williamson should serve as a director.

 

Committees:

 

•   Audit*; Nominating and Governance

 

Business experience

 

•   Chief Executive Officer, FCLTGlobal, a not-for-profit organization dedicated to encouraging long-term behaviors in business and investment decision-making (2016 - present)

 

•   Partner, Global Director of Alternative Investments, among other senior positions, Wellington Management Company LLP, a private independent investment management firm (1995 - 2016)

 

•   Senior Consultant, McKinsey & Company (1989-1994)

 

Public directorships during past five years

 

•   Director and member of the audit committee and the compensation committee, Evercore (NYSE: EVR), a public investment bank (2018 - present)

 

Other relevant experience

 

•   Board chair, Whitehead Institute for Biomedical Research, a non-profit research institution at the Massachusetts Institute of Technology

 

•   Member of the board, MITIMCo, the Massachusetts Institute of Technology Investment Management Company

 

•   Member of the board, Women’s Foundation of Boston

 

•   Member, Council on Foreign Relations, an independent American think tank focused on international relations and U.S. foreign policy

  SKILLS     

 

LOGO

 

 

Finance

and accounting

 

 

 

LOGO

 

Executive

leadership

(within the last 5 years)

 

LOGO

 

Public company

governance

 

 

LOGO

 

 

Global

experience

 

 

 

LOGO

 

Risk oversight and

management

 

 

LOGO

  ESG  

 

LOGO

 

Mergers and

acquisitions

 


  

 

 
   
   
     

 

 

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

 

  24   

/

   EXL 2024 Proxy Statement     
       


Table of Contents

LOGO

 

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 2023, 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 2023, 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 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 2023

 

 

LOGO

 

       
     EXL 2024 Proxy Statement   

/

   25  


Table of Contents

 

Corporate governance

 

Corporate governance framework

Our 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 sustainability 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 stock ownership by non-management directors, among other topics.

       

 

Our Code of Conduct and Ethics is applicable to our directors, officers and full 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 at least annually by the Audit Committee and audited periodically as part of our compliance and legal audits. Our personnel receive periodic training on the Code and we conduct voluntary anonymous surveys to gauge our employees’ knowledge, understanding and sentiment with respect to our ethical culture. We encourage a “speak up” culture and provide many avenues for our employees to raise concerns and ask questions. We are committed to identifying potential compliance issues as early as possible and investigating and remediating them promptly. 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.

 

   
 

     

 

  26   

/

   EXL 2024 Proxy Statement     
       


Table of Contents

LOGO

 

Corporate governance

 

Beyond the board room

 

 

       

 

 

 

Director onboarding

           

 

Director continuing education

   
   

 

 

 

 

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

       

 

LOGO

 

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

   We provide reimbursements for participation in DCE courses

   
   

 

 

 

   

 

   

 

   

 

   

 

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.

       

   We provide reimbursement for participation in DCE courses.

 

   We maintain a subscription for our directors with the 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 2023, Ms. Pipes:

 

   attended an NACD forum on resiliency and risk,

 

   participated in over 90 hours of courses and trainings on AI, audit committee effectiveness, 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.

 

In 2023, while visiting our India offices, our directors had the opportunity to meet with NASSCOM leadership to discuss a wide range of industry-related topics.

 

In addition, Ms. Williamson attended the Stanford University Directors’ College in June 2023.

Certain of our directors are also involved in industry-level or general governance matters. For example:

 

   Ms. Williamson’s work as the CEO of FCLTGlobal involves assisting the boards of directors of its member companies with governance matters and investor-corporate engagement, among others.

 

   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.

 

   
                   
   

 

 

 

Employee 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.
For example:

 

  In 2023, our directors had several
opportunities to engage directly with our
employees, including through participating
in an employee townhall in our Gurgaon and
Noida, India centers, and through Mses.
Pipes, Studenmund and Williamson

participating in a fireside chat for senior
women employees.

 

  In January 2024, Ms. Williamson
participated in a virtual conference titled
“Diversity and Innovation: A powerful
connection” with over 500 EXL
employees as part of our Women@EXL
Talks Series. See “Diversity, equity and
inclusion” on page 49 of this Proxy
Statement for more information on our
Women@EXL employee resource group.

 

 

         

 

  

LOGO

  

LOGO

  

LOGO

  

LOGO

 
  

Kristy Pipes

Independent director

  

Sarah K. Williamson

Independent director

  

Som Mittal

Independent director

  

Jaynie Studenmund

Independent director

 

 

 

       
     EXL 2024 Proxy Statement   

/

   27  


Table of Contents

 

Corporate governance

 

Board leadership structure

 

LOGO

  

Our board of directors is currently led by Rohit Kapoor, our Chair and CEO, and Vikram Pandit, our Lead Director. Our Chair and CEO, a non-independent director, was appointed to his current Chair role in April 2024, at which time Mr. Pandit, an independent director and our former Chair, was appointed Lead Director. In recent years, including in 2023, our board has updated and strengthened the role of the Lead Director to include the functions and responsibilities listed below.

Rohit Kapoor

Chair and CEO

 

Vikram Pandit

Lead Director

 

LOGO

Our Sixth Amended and Restated By-laws (our “By-laws”) provide that our Chair or, in the absence of our Chair, our Lead Director, or in the absence of both our Chair 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 Chair, our Lead Director, 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 Chair, our Lead Director or, in the absence of the Lead Director, a director chosen by the directors meeting in executive session, presides at all executive sessions.

The board of directors does not have a permanent policy or practice regarding the combination of the Chair and CEO role. At present, the board believes that consolidating the Chair 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. This structure also provides greater information flow between the management team and directors. At the same time, the presence of our Lead Director ensures that the board can retain sufficient delineation of responsibilities, such that our Lead Director and our Chair 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 benefits from the ability to integrate the collective leadership and corporate governance experience of our Lead Director and our Chair 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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LOGO

 

Corporate governance

 

Director qualifications, refreshment and evaluations

Director qualifications

 

 

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

 

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 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 seeks independent directors from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The board believes that its membership should reflect a diversity of gender, race, ethnicity, age, and skills and experience in the context of the needs of the board and endeavors
to consider such criteria, when applicable, for positions on the board. The Nominating and Governance Committee assesses each director candidate on this basis. The Nominating and Governance Committee considers a number of factors in selecting director candidates, including, among others: ethical standards and integrity; independence; diversity of professional and personal backgrounds; skills and experience; other public company directorships; and financial literacy and expertise; communication skills; and ability and willingness to comply with Company policies and procedures.

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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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

  

Data and AI

Experience with data analytics, 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 sustainability matters

Experience in managing sustainability 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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LOGO

 

Corporate governance

 

Refreshment

 

Our Nominating and Governance Committee 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 37.5% diverse in terms of gender and 37.5% diverse in terms of ethnic/racial diversity.

 

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

2024

 

Thomas Bartlett

 

 

 

LOGO

2024

 

Som Mittal

 

   

 

LOGO

2023

 

Andreas Fibig

Sarah K. Williamson

 

 

 

LOGO

2023

 

Anne Minto

Clyde Ostler

 

     
     
     

 

LOGO

While the Company does not maintain term limits, our Corporate Governance Guidelines provide that the expectation for new directors is a maximum term of ten years. Each of our director nominees, other than Mr. Kapoor, our Chair 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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Corporate governance

 

Board refreshment process

 

LOGO

 

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LOGO

 

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 its committees and each director on an annual basis through the following process:

 

 

LOGO

 

       
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Corporate governance

 

Succession planning

Our board of directors (without the participation of the CEO), guided by our Lead Director, 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. In addition, our Compensation and Talent Management Committee is responsible for ensuring appropriate compensation strategies and design to align with the retention and recruitment of our key executive officers. 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. As part of this process, in April 2024, Vikas Bhalla and Vivek Jetley, who had been serving as Executive Vice President and Business Head, Insurance and Executive Vice President and Business Head, Analytics, respectively, were each promoted to President of EXL in addition to their business head roles. In their expanded roles, they will take on broader Company-wide responsibilities, including supporting our Chair and CEO to drive overall corporate performance and the adoption of our data and AI-led solutions. We generally consider succession planning and associated executive compensation matters on the following schedule:

 

 

LOGO

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.

 

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LOGO

 

Corporate governance

 

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, our Chair and CEO, does not serve on any board committee.

 

    

Audit
Committee

 

Compensation and
Talent Management Committee

 

Nominating and
Governance Committee

 

Vikram Pandit
(Lead Director)

 

   

 

  LOGO   LOGO

 

Thomas Bartlett *

 

  LOGO    

 

  LOGO

 

Andreas Fibig

 

  LOGO    

 

  LOGO

 

Som Mittal+

 

   

 

  LOGO   LOGO

 

Kristy Pipes*

 

  LOGO   LOGO    

 

 

Nitin Sahney

 

  LOGO    

 

  LOGO

 

Jaynie Studenmund*

 

  LOGO   LOGO    

 

 

Sarah K. Williamson*

 

  LOGO    

 

  LOGO
     

 

LOGO   

 

Committee 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; the Company’s cybersecurity program and cyber strategy-related risks; business continuity and disaster recovery planning; our Code of Conduct and Ethics and the processes used to disseminate it to our employees and monitor their compliance with our Code of Conduct and Ethics; and environmental, social and governance-related disclosure, processes and controls. Its risk oversight is discussed below beginning on page 39. 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. It 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 its charter and its own performance.

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

 

Audit Committee profile

 

 

 Kristy Pipes, Chair*

 

  Thomas Bartlett*

  Andreas Fibig

  Nitin Sahney

  Jaynie Studenmund*

  Sarah K. Williamson*

 

 

 

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 2023

 

 

 

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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 Chair and CEO and other executive officers, as well as our employee benefits policies, programs and administration. The 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. It also provides oversight with respect to human capital management matters, including diversity, equity and inclusion, and talent and leadership engagement, development and training. The committee’s 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.

 

The Compensation and Talent Management Committee charter also permits the committee to retain advisors, consultants or other professionals to assist the committee to evaluate director, Chair and CEO or other senior executive compensation and to carry out its duties. For 2023, our Compensation and Talent Management Committee retained the services of Farient Advisors LLC (“Farient”), a qualified and independent compensation consultant, to aid the 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 its 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

 

 Som Mittal

 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

 

6 committee meetings in 2023

 

 

 

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

During 2023, none of our executive officers served as a member of the board of directors or compensation committee (or similar) of 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 environmental, social and governance-related goals, policies and practices. The committee’s 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

 

 Thomas Bartlett

 Andreas Fibig

 Som Mittal

 Vikram Pandit

 Sarah K. Williamson

 

 

 

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

 

4 committee meetings in 2023

 

 

 

Our Nominating and Governance Committee reviews written and oral information provided by and about candidates and considers any additional criteria it feels are appropriate to ensure that all director nominees possess appropriate skills and experience to serve as a member of our board of directors.

It 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. It is responsible for reviewing and assessing the adequacy of our organizational documents, and recommending any changes and annually reviewing and assessing the adequacy of its 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, and ultimately, our Chair and CEO, 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 sustainability programs and related matters.

    

Nominating and Governance
Committee

Responsible for risk relating to sustainability matters, conflicts of interest, and oversight of corporate governance policies and practices as a risk- 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 whose meetings’ attendees generally include our CEO, Chief Financial Officer, General Counsel, other members of our Executive Committee, members of our investor relations, controllership, tax, compliance, internal audit and legal teams, as well as our external auditors and outside counsel. As part of its review of our quarterly and annual reports the disclosure committee 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 enterprise functions, such as legal, human resources, growth and strategy, compliance, technology and information security. Our Audit Committee has primary oversight over cybersecurity and receives briefings from management throughout the year, typically on a quarterly basis, regarding our security risk management, including cybersecurity-related risks, vulnerabilities, policies, practices, and strategic initiatives. At least once a year, our board receives a report from management on our cybersecurity posture, our readiness and our capability to reduce the risk of, detect and respond to a cyber-attack. Our cybersecurity team consists of qualified technical cybersecurity professionals, business continuity specialists and attorneys. We regularly conduct cybersecurity and other risk assessments and compliance audits both internally and through third party auditors that we independently engage or that we engage in connection with our certification to certain international standards. We also regularly assess and deploy technical safeguards and conduct vulnerability assessment and penetration testing of our technology environment independently and through third parties. We use the outcome of these assessments to align our cybersecurity program and technical safeguards with the evolving cybersecurity threat landscape and adjust and augment our security controls environment as required. We also periodically engage third-party experts to review and assess our cybersecurity governance and management, including as may relate to our use of suppliers and third party partners. In 2022 and 2023, our board and senior management completed cybersecurity tabletop exercises to further our preparedness in the event of a need to address a variety of cybersecurity threat scenarios. Our directors also participated in a walkthrough of our Cyber Defense Center in Noida, India during their September 2023 visit to India.

 

LOGO

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

 

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LOGO

 

Corporate governance

 

Sustainability risk management

Our board reviews and receives regular reports on sustainability risks, including those relating to sustainability disclosures, employee safety, environmental-related efforts, human capital management matters, and corporate governance trends and best practices. We also receive third-party limited assurance of the information contained in our Sustainability Report from a Big 4 accounting firm affiliate.

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

 

 

LOGO

We maintain a cross functional management-level sustainability steering committee (“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 44.

Artificial intelligence risk management

We have a centralized, cross-functional Artificial Intelligence (“AI”) Governance Committee that is led by the General Counsel and Chief Information Officer and supported by our corporate compliance team, and engineering, digital, analytics and applicable business leads, which oversees high-risk AI projects. The AI Governance Committee is guided by our global AI Governance Policy. Our board and our Audit Committee are briefed from time to time by management, as well as by third-party firms, on AI-related risks and opportunities, including in-depth discussions regarding current AI deployments with our customers. For more details on responsible AI, see “Responsible artificial intelligence” on page 54.

 

       
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Corporate governance

 

Stockholder engagement

In 2023 and continuing into early 2024, we continued our formal governance-focused stockholder outreach program. Given our frequent engagement and the maturity of our stockholder outreach program, a number of our stockholders that we engaged with in prior years indicated that they had all required information at this time, and elected to defer meeting again to a future year. For the meetings we conducted with our stockholders in 2023 and early 2024, EXL was represented by our management and members of our legal and investor relations teams. We discussed the below topics:

 

 

~80%

 

  

 

Outreach to stockholders by

shares outstanding during

2023-2024 season

 

 

 

 

LOGO

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, including in 2023, our sustainability materiality analysis. 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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LOGO

 

Corporate governance

 

Communications with the board

Stockholders interested in contacting our board of directors, Lead Director or the directors who meet in executive session 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 Chair and CEO and our Lead Director 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 to build a better future by operating in a responsible and sustainable manner that is aligned with our business goals. 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 that is best able to deliver long-term value to our stakeholders.

Recent activities

In 2023 and continuing into 2024, we took a number of steps to continue improving our sustainability program. These recent activities include:

 

       
     

 

1

 

 

 

         

Aligning our sustainability program with our corporate strategy, which is aimed at ensuring that the sustainability initiatives that we choose to undertake create value and contribute to our business goals. For example, we seek to review and measure the return on investment received from our sustainability-related initiatives. For more information on sustainability-related return on investment, please review our Sustainability Report, available on our website at www.exlservice.com/about/sustainability.

 

     
       
     

 

2

 

 

 

         

Continuing to build on existing actions in environmental stewardship, including:

 

•  transitioning additional delivery centers to 100% green energy in India, joining the existing centers that benefit from this initiative in India and the UK, and resulting in an increase of our renewable energy portfolio to ~30% on an annualized basis, and

•  installing rooftop solar facilities in two additional delivery centers in India, bringing our total to five delivery centers with rooftop solar facilities, among other green actions

 

     
       
     

 

3

 

 

 

         

Demonstrating our commitment to providing transparency and meaningful disclosure on sustainability-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 fourth Annual Sustainability Report developed in accordance with the 2021 Global Reporting Initiative (GRI) Standard, the Sustainability Accounting Standards Board (SASB) Software and IT Services Standard (2018), and the Task Force on Climate-Related Financial Disclosures (TCFD), with assurance from a Big 4 accounting firm affiliate, which is available on the Sustainability page of our website at www.exlservice.com/about/sustainability

•  implementing the controls, processes and frameworks around sustainability data collection and reporting that we developed at the end of 2022

•  completing a Company-wide internal amplification campaign aimed at driving employee support and participation in our sustainability efforts

•  engaging with our management, employees, clients and investors in a materiality assessment conducted by an independent third party, through which we identified priority sustainability topics to help inform our sustainability strategy and reporting, the results of which are available on the Sustainability page of our website at www.exlservice.com/about/sustainability

 

     
       
     

 

4

 

 

 

         

Continued to actively promote Company-sponsored community engagement by our employees, including through:

 

•  Engaging more than 19,000 volunteers overall in 2023, who contributed more than 37,000 hours of their time to our community engagement initiatives around the globe

•  Bringing local relevance to our global community engagement initiatives through our CSR champion teams comprised of employee volunteers, who own local-level community engagement activities and drive participation within their home regions

 

 

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Sustainability

 

Community engagement

 

 

 

EXL is focused on empowering our employees to assist 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, as well as life and general workplace skills. A portion of the Skills to Win Programming is delivered in person, and a portion is delivered online.

 

In 2023, we continued to scale the Skills to Win Initiative, reaching 400 more individual beneficiaries 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, the United Kingdom and South Africa.

 

Over the past six years, we have continued to evolve this initiative to reflect new and emerging skills and strengthen our portfolio of courses and activities offered through Skills to Win. 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, which we further expanded in 2023. We currently participate in coding skills and awareness programming in India, the Philippines, South Africa and the United Kingdom 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 and life skills, all of which will enable them to position themselves as future leaders. We use a blend of online and in person learning platforms, and have expanded the role of our students’ parents as co-educators.

 

Over the past two years, we have also added a new focus in our content on the physical and mental wellbeing of our students and their families. For example, in 2023, we collaborated with our non-profit partner organizations and affiliated schools in India to reintegrate into the education system female students who had previously exited formal schooling, through the delivery of education on specific skills, including mental wellness and personal hygiene, as well as direct educational skills.

 

Like our Skills to Win Initiative, in 2023, 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 8,000 more students than we had in the prior year.

   
               
   

 

In 2023, we brought this program to more than 3,800 people in our communities across the globe.

 

        In 2023, we brought this program to more than 19,200 students worldwide.    
               

Our employees are an integral part of our community strategy. They share their skills and experience working on advanced digital technologies through volunteering and participate in charitable efforts – either through financial or in-kind donations. We support our employees’ charitable efforts by enabling payroll giving and/or recurring donations and providing company matching. 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 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 2023, we hosted geography-specific trainings for certain of our employees who we appointed to be our local “CSR champions.” Our CSR champions assist us in driving interest and participation across our employee base in our community engagement programming and enabling our global initiatives to reflect local matters.

We also organize and take part on an organizational level in fundraising and in-kind donation initiatives. In 2023, we hosted employee fundraisers for several causes, including to provide meals to individuals affected by the February 2023 earthquake in Turkey and Syria and support humanitarian efforts by providing critical aid, medical care, and supplies to the affected people and their families due to Israel-Hamas conflict. At the end of 2023, more than 4,500 EXL employees in the Philippines participated in a donation drive to provide essentials like clothing and shoes, canned goods and books to their communities.

We are proud to report that in 2023, more than 19,000 EXL employees participated in our CSR activities by donating their time or resources.

 

       
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Sustainability

 

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Sustainability

 

Human rights and sustainable supply chain

Human rights

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

Sustainable supply chain

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, data privacy, and labor rights matters. We ask our suppliers to attest to their compliance with our Supplier Standards of Conduct, which set out commitments relating to creating a more sustainable and responsible world through addressing human rights, labor rights and environmental issues. We generally maintain the right to review our suppliers’ practices at onboarding and throughout our engagement.

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

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 and our workforce stands out as our primary differentiator, critical to delivering the data-driven solutions that propel our business forward and support our long-term strategic growth. At EXL, we prioritize the acquisition, development, and engagement of critical talent with sophisticated skills and expertise who can help us to deliver for our clients and evolve with their evolving needs. We are dedicated to developing our employees’ success through fostering engagement, offering comprehensive workforce training, and promoting continuous capability development. We embrace a diversity of perspectives and experiences and emphasize a fair and inclusive culture rooted in our core values. 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.

 

       
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Sustainability

 

Headquartered in New York, we are made up of approximately 54,160 professionals as of December 31, 2023, with more than 50 offices spanning six continents.

EXL locations

 

 

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Sustainability

 

Diversity, equity and inclusion

Diversity, equity and inclusion (“DEI”) is a focus at EXL, as we believe that our employees’ diversity of perspective and experience are key to our ability to innovate on a global scale, in line with our long-term corporate strategy. We believe that creating a diverse and inclusive environment is the responsibility of all of our people managers, but the overall governance of 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, which consists of a global, diverse mix of leaders, provides input and helps set direction on key DEI priorities and actions, conducts periodic reviews of the progress of our program and provides execution leadership for specific initiatives. The following are select key diversity data points as of December 31, 2023*:

 

43%    23%   24%    52%   52%
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 philosophy aims to create a fair and inclusive work environment that harnesses the power of diversity to drive organizational success. We focus on each element of our DEI strategy as follows:

 

 D    

Diversity: We strive to create a workplace that is representative of the diversity in the communities where we work in and clients that we serve.

 

•  Focus on hiring channels that drive more diverse talent pools

•  Concerted efforts to build diverse hiring slates for senior leadership roles both internally and externally

•  Training programs to raise awareness and promote diversity and inclusion through in-person workshops, virtual sessions and e-learning opportunities

 E    

Equity: We strive to create a workplace with a level playing field where employees collaborate effectively and can reach their full potential.

 

•  Annual pay equity study conducted internally or through a third-party consultant to review pay variations among our employees and identify any gaps. Our assessments have not revealed any systematic pay inequity to date.

•  Development programs aimed to accelerate the professional development of women at mid-management levels

 I    

Inclusion: We strive to create a workplace where employees are accepted and supported, feel that they can be themselves and are offered opportunities to build allyship and community, which drives more innovation and creativity.

 

•  Women@EXL employee resource group, which provides opportunities for networking and mentoring to further career development, support and empower women at EXL

•  LGBTQ+ employee resource group, which fosters an environment where employees feel uplifted, safe, included and valued as part of the EXL community

•  Diversity and inclusion sentiment measured through employee engagement pulse surveys

 

       
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Sustainability

 

Talent recruitment, development and retention

 

               
       
 

Talent-first

mindset for our

multifaceted talent needs

   

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 and senior executives, are committed to a talent-first mindset. Our talent model is based on building a distributed workforce for our multifaceted talent needs.

   

 

We maintain an integrated talent management framework, employing active collaboration between our recruitment, capability development and human resource functions. We use data, technology, including an AI-driven infrastructure, and business insights to help us create a global talent network and stay ahead of the dynamic talent economy, while building a future ready workforce.

   

 

Our senior leadership team and board 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.

   

 

From the time they join EXL, we focus on developing our employees by promoting opportunities for large-scale upskilling and reskilling, while fostering a learning environment conducive to individual skill-building and career advancement. We build role-specific capabilities in our employees to be able to place the right people in the right roles. We maintain rigorous promotion standards, and competitive compensation packages that include incentive-based compensation.

 
               

Our capability development framework is focused on developing our employees’ digital and industry knowledge and leadership as a means to develop our talent internally. We achieve this through our learning academies, and through partnerships with industry organizations, institutes, business schools and consulting firms. We use a 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. We also maintain a learning marketplace that provides employees with regularly updated best-in-class digital trainings and certifications.

Academies

 

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Sustainability

 

2023 Training

 

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Sustainability

 

Employee engagement and communication

We consider communication and engagement with our approximately 54,000 employees distributed throughout more than 50 offices worldwide to be important to our ability to promote our ONE EXL culture that prioritizes inclusivity and collaboration, 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. In particular, we engage with our employees through:

 

LOGO

Benefits

 

LOGO

 

 

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Sustainability

 

Employee health, safety and wellbeing

Because our people are so important to us, we have always viewed employee health, safety and wellbeing as one of our top commitments. EXL has a well-defined Health and Safety Management System that is certified to ISO 45001:2018. In 2023, we received a Five Star Rating from the British Safety Council for best practices in occupational health and safety in our United Kingdom and India centers. We periodically provide trainings on health and safety to our employees, suppliers and partners. In 2023, health and safety training e-module was mandatory for all of our employees. 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 “Sustainability achievements, certifications and awards” on page 55. We also have a number of initiatives to promote our employees’ wellbeing:

 

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Sustainability

 

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. We maintain a comprehensive information and cybersecurity and data privacy program, based on defined policies processes and practices to safeguard the security, confidentiality, integrity, availability and protection of this information that we aim to continually strengthen in order to mitigate material vulnerabilities and the impact of cyber incidents and comply with applicable privacy laws and regulations.

For more information on our cybersecurity risk management, please see “Cybersecurity risk management” on page 40. For more information on our information security and data privacy procedures, please refer to the 2023 Form 10-K, Item 1C.

Responsible artificial intelligence

We seek to ensure that our use of AI in our business and operations is ethical and trustworthy and that its development and application is based on the principles of fairness, security, reliability, transparency, accountability, and privacy. We have a centralized, cross-functional AI Governance Committee that is led by the General Counsel and Chief Information Officer and supported by our corporate compliance team, and engineering, digital, analytics and applicable business leads, which oversees AI projects. Pursuant to our AI Governance Policy, for each new deployment of AI, we assess the AI model against the principles of trustworthy AI described above. Our AI Governance Policy also provides guidelines on general use, regulatory compliance, data privacy and security, best practices for front-end and back-end development and human oversight. Our use of AI and management of its risks is reported to the board and the Audit Committee from time to time. See “Artificial intelligence risk management” on page 41.

 

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Sustainability

 

Sustainability achievements, certifications and awards

 

 

Health and safety management system, 100% of our delivery centers as of December 31, 2023, are certified to

ISO 45001:2018, meeting international standards for occupational health and safety

 

 

 

100% 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), 2021 GRI
Standards, TCFD 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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Sustainability

 

Sustainability scorecard

 

 

 

LOGO

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 75.

Sustainability oversight

For more information on our oversight of sustainability and ESG-related matters and risks, see “Sustainability risk management” on page 41.

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 Committee

 

Our Executive Committee

 

LOGO

From back left: Vivek Jetley, President of EXL and Business Head, Analytics, Vikas Bhalla, President of EXL and Business Head, Insurance, Anita Mahon, Executive Vice President and Business Head, Healthcare, Narasimha Kini, Executive Vice President and Business Head, Emerging Business, Maurizio Nicolelli, Executive Vice President and Chief Financial Officer, Pamela Harrison, Executive Vice President and Chief Human Resources Officer, Ajay Ayyappan, Executive Vice President, General Counsel and Corporate Secretary

From front left: Andy Logani, Executive Vice President and Chief Digital Officer, Vishal Chhibbar, Executive Vice President and Chief Growth and Strategy Officer, Rohit Kapoor, Chair and CEO, Baljinder Singh, Executive Vice President, Global Chief Information Officer, and Head of Enterprise Digital Transformation

 

       
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Our Executive Committee

 

Executive Committee biographies

The following are biographies for each of the members of our Executive Committee. Of the members of our Executive Committee, Rohit Kapoor, Ajay Ayyappan, Vikas Bhalla, Vishal Chhibbar, Pamela Harrison, Vivek Jetley, Narasimha Kini, Anita Mahon and Maurizio Nicolelli are considered executive officers.

 

LOGO

 

Rohit Kapoor (age 59) |Chair and CEO

See section entitled “Our board of directors” above.

LOGO

 

Ajay Ayyappan (age 46)|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.

LOGO

 

Vikas Bhalla (age 52) |President of EXL and Business Head, Insurance

Mr. Bhalla has served as our President of EXL and Business Head, Insurance since April 2024 and previously 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.

LOGO

 

Vishal Chhibbar (age 56) |Executive Vice President and Chief Growth and Strategy Officer

Mr. Chhibbar has served as our Executive Vice President and Chief Growth and Strategy Officer since July 2023. Mr. Chhibbar was EXL’s chief financial officer from 2009 – 2019, and also previously served as the head of Finance and Accounting at EXL. Between 2019 and his return to EXL as chief financial officer at Brillio and president and chief financial officer of EPIQ. Mr. Chhibbar has also served in various financial leadership roles across companies such as GE Capital, American Express Bank and Xerox.

LOGO

 

Pamela Harrison (age 59) |Executive Vice President and Chief Human Resources Officer

Ms. Harrison has served as our Executive Vice President and Chief Human Resources Officers since June 2023. She previously served as executive vice president of human resources at Genworth Financial, and as a director of human resources of business transformation at Latham & Watkins LLP.

 

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Our Executive Committee

 

LOGO

 

Vivek Jetley (age 49) |President of EXL and Business Head, Analytics

Mr. Jetley has served as our President of EXL and Business Head, Analytics since April 2024 and previously 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.

LOGO  

Narasimha Kini (age 55) |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.

LOGO  

Anand “Andy” Logani (age 47) |Executive Vice President and Chief Digital Officer

Mr. Logani has served as our Executive Vice President and Chief Digital Officer since January 2024. Since joining EXL in 2001, he has served in various leadership positions with us, including as Chief Digital Officer and as our Global Head of Life & Annuity Insurance business. Prior to joining us, Mr. Logani was a member of the strategic sales team at Kuehne & Nagel.

LOGO  

Anita Mahon (age 55)| 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.

LOGO  

Maurizio Nicolelli (age 55) |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.

LOGO  

Baljinder Singh (age 51) |Executive Vice President, Global Chief Information Officer, and Head of Enterprise Digital Transformation

Mr. Singh has served as our Executive Vice President and Global Chief Information Officer since January 2024. Mr. Singh has been with EXL for more than 24 years, joining us as part of the founding leadership team. He has held several leadership roles at EXL across technology, transformation, digital solutions, platforms development, and information security. He is based in India.

 

       
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Executive compensation

 

Executive compensation

Compensation Discussion and Analysis

Table of Contents

 

Named executive officers

     61  

Executive summary

     61  

Select 2023 financial and business highlights

     61  

Total stockholder return

     5  

Awards and industry recognition

     62  

Clients and operations

     63  

Summary of key compensation considerations & decisions in 2023

     63  

Pay-for-performance

     63  

Executive compensation program, practices and policies

     65  

Overview of compensation policies and philosophies

     67  

Compensation process: roles and responsibilities

     68  

Components of executive compensation for 2023

     70  

Detailed review of compensation components

     71  

Base salary

     71  

Annual incentives

     72  

Long-term equity incentives

     76  

Fiscal year 2023 awards

  

Payout of awards granted in prior fiscal years

     80  

Benefits and perquisites

     80  

Clawback Policy

     80  

Stock Ownership Policy

     81  

Risk and compensation policies

     81  

Severance and change-in-control benefits

     81  

Compensation and Talent Management Committee Report

     83  

Summary compensation table for fiscal year 2023

     84  

Grants of plan-based awards table for fiscal year 2023

     86  

NEO Employment agreements

     87  

Outstanding equity awards at fiscal 2023 year-end

     88  

Option exercises and stock vested during fiscal year 2023

     90  

Pension benefits for fiscal year 2023

     90  

Potential payments upon termination or change in control at fiscal 2023 year-end

     90  

Certain defined terms

     98  

CEO pay ratio

     99  

Director compensation for fiscal year 2023

     103  

 

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Executive compensation

 

Named Executive Officers

As determined in accordance with SEC rules, our named executive officers (“NEOs”) for 2023 are:

 

LOGO

 

Rohit Kapoor, our Chair and CEO

LOGO

 

Maurizio Nicolelli, our Executive Vice President and CFO

LOGO

 

Vikas Bhalla, our President of EXL and Business Head, Insurance

LOGO

 

Vivek Jetley, our President of EXL and Business Head, Analytics

LOGO

 

Anita Mahon, our Executive Vice President and Business Head, Healthcare

Executive summary

Select 2023 financial and business highlights

 

   

Our annual revenues increased 15.5% from $1.41 billion in fiscal year 2022 to $1.63 billion in fiscal year 2023. Analytics revenue increased 12.6% and digital operations and solutions revenue increased 17.9%.

 

   

We improved our net income attributable to stockholders by 29.1% from $143.0 million in fiscal year 2022 to $184.6 million in fiscal year 2023.

 

   

Our diluted EPS increased from $0.85 in fiscal year 2022 to $1.10 in fiscal year 2023, an increase of 29.4%.

 

   

We added approximately 8,500 employees to our global workforce, mainly in our delivery centers.

 

       
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In 2023, we returned capital to stockholders by repurchasing $125.4 million of shares. The Company’s board of directors authorized a $300 million common stock repurchase program beginning January 1, 2022, which was replaced by a subsequently authorized new $500 million common stock repurchase program beginning March 1, 2024.

 

   

As of December 31, 2023, our 1-year TSR was -9.0% which was lower than our comparator groups; however, on a longer-term basis, our 3- and 5-year TSR of 81.2% and 193.1% far exceeded our comparator groups and reflect our long-term growth expectations and performance.

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:

 

   

Leader in the Everest Group Advanced Analytics and Insights Services PEAK Matrix® Assessment 2023

 

   

Major Player in the IDC MarketScape for Artificial Intelligence Services 2023

 

   

Leader in the Everest Group Property & Casualty Insurance BPS PEAK Matrix® Assessment 2023

 

   

Leader and Star Performer in the Everest Group Life and Annuities Insurance BPS and TPA PEAK Matrix® Assessment 2023

 

   

Leader in the ISG Provider Lens for Insurance Services 2023: U.S. — Property & Casualty Insurance BPO Services, Life & Retirement Insurance BPO Services and Life & Retirement TPA Services and UK — Property & Casualty Insurance BPO Services

 

   

Earned the 2023 XCelent Award for Individual Life Insurance Policy Administration, and recognized as a “Luminary” in Celent’s 2023 Individual Life Report

 

   

Leader in the Everest Group Clinical and Care Management Operations Services PEAK Matrix® Assessment 2023

 

   

Leader in the Everest Group Healthcare Data and Analytics Services PEAK Matrix® Assessment 2023

 

   

Leader in ISG Provider Lens Healthcare Digital Services 2023 for Payer Digital Transformation Services

 

   

Leader in the 2023 Gartner® Magic Quadrant for Finance and Accounting Business Process Outsourcing

 

   

Leader in ISG Provider Lens Healthcare Digital Services 2023 for Payer Digital Transformation Services

 

   

Named to Forbes America’s Best Midsize Companies list 2023

 

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Executive compensation

 

Clients and operations

 

   

In 2023, we won 63 new clients, adding to the 59 new clients we won in 2022.

Summary of key compensation considerations & decisions in 2023

The following highlights the Compensation and Talent Management Committee’s key considerations and compensation decisions in 2023.

 

 Items

 

Considerations and decisions

 

 

 Stockholder Input

 

 

Over 98% of our stockholders approved, on a non-binding basis (excluding broker non-votes), of our compensation of our NEOs. In 2023, we continued to engage with our stockholders about our executive compensation program, as described on page 65.

 

 
 Base Salaries   Base salaries that became effective on October 1, 2022 remained effective for 2023. There were no additional increases in 2023.
 
 Annual Incentives   We continued to base our annual incentives on achievement of Company goals (revenue and AOPM) and personal performance goals. In 2023, we delivered 100.6% of our revenue performance target and 101.4% of our AOPM target, resulting in annual incentive payout calculations for our NEOs, ranging from 113% of target performance to 133% of target performance of the named executive officers.
 
 Equity Incentives  

In 2023, consistent with prior years, we granted time-based and performance-based restricted stock units to our NEOs. Performance-based restricted stock units are linked to the achievement of cumulative revenue and relative TSR.

 

In addition, in 2023 we granted one-time stock option awards to a group of executives including our NEOs, other than the CEO.

 

Both the time-based restricted stock units and stock options vest ratably over four years based on continued employment and the performance-based restricted stock units cliff vest at the end of a three-year performance period based on our achievement of the performance metrics.

 

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 (PRSUs, RSUs and options).

 

Chair & CEO

compensation mix

 

NEO compensation mix

(Excluding Chair & CEO)

 

 

LOGO

* Base salary also includes items included in “All Other Compensation” in the Summary Compensation Table on page 84.

 

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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 2023, 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

   

LOGO

 

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.

 

 

LOGO

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

LOGO

 

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.

 

 

LOGO

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

LOGO

 

Ensure equity compensation best practices: We design annual long-term equity incentives to encourage our executives to maintain a long-term view of stockholder value creation and to encourage retention. Our standard annual restricted stock unit 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.

 

 

LOGO

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

 

       
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 What we do

 

 What we don’t do

       

LOGO

 

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.

 

 

LOGO

 

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.

   

LOGO

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

LOGO

 

No tax gross-ups: We do not provide gross-ups to any of our named executive officers 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”).

 

   

LOGO

  Maintain a clawback policy: We updated our clawback policy in 2023, to bring it into compliance with the newly adopted NASDAQ listing standards. In addition to mandating recoupment of erroneously awarded incentive based compensation in the event of a financial restatement as required under the new listing standards, our policy also allows for recoupment of compensation in the event of an executive’s misconduct and covers both performance-based and time-based equity awards.  

LOGO

 

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.

 

   

LOGO

 

Maintain a robust stock ownership policy: We maintain a robust stock ownership policy that requires each covered executive to maintain aggregate stock ownership equal to at least two times his or her base salary (six times for the CEO). See page 71 for a discussion of that policy.

 

We maintain a similar stock ownership policy for our non-employee directors. See page 81 for a discussion of that policy.

 

As of December 15, 2023, all covered executives and directors were in compliance with the applicable stock ownership policy.

 

 

LOGO

  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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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 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 employees 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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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 cash 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 to determine payout for cash and equity incentive awards.

 

 

Individual performance – board of directors, Compensation and Talent Management Committee, and CEO

 

 

The evaluation of an individual’s performance determines a portion of the payouts under our annual incentive program and influences any changes in base salary for each of our named executive officers.

 

Assessment of 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 Lead Director 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.

 

 

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 2023, 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 compensation 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 2023, 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, have similar business models (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 peer group companies that we used to make 2023 compensation decisions, as well as the respective industries and 2023 revenues of each:

 

    Company   Industry  

2023

Revenue

($MM, USD)

 

 

  EPAM Systems, Inc.   IT Consulting and Other Services   $4,691
 

 

  Genpact Limited   Data Processing and Outsourced Services   $4,477
 

 

  Splunk Inc.   Application Software   $4,216
 

 

  Verisk Analytics, Inc.   Research and Consulting Services   $2,681
 

 

  TTEC Holdings, Inc.   Data Processing and Outsourced Services   $2,463
 

 

  Teradata Corporation   Systems Software   $1,833
 

 

  ExlService Holdings, Inc.   Data Processing and Outsourced Services   $1,631
 

 

  Fair Isaac Corporation   Application Software   $1,514
 

 

  WNS (Holdings) Limited   Data Processing and Outsourced Services   $1,224
 

 

 

CGS Systems International, Inc.

  Data Processing and Outsourced Services   $1,169
 

 

  MultiPlan Corporation   Health Care Technology   $ 962
 

 

  Perficient, Inc.   IT Consulting and Other Services   $ 907
 

 

  Guidewire Software, Inc.   Application Software   $ 905

 

       
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In June of 2023, we updated the peer group companies that we used to make 2024 pay decisions as follows: CSG Systems and Multiplan were removed due to weak business model fit in both cases, and were replaced with Informatica, Thoughtworks Holding, and UIPath, which reflects our emphasis on technology-based consulting and analytics offerings.

 

We use a separate peer group for measuring performance under our PRSUs, as described under “Compensation—Fiscal year 2023 awards.”

 

Management also used compensation survey data from Aon Consulting, comprised of 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 2023.

 

Our Compensation and Talent Management Committee reviews compensation information provided by Farient and other third-party data to evaluate each executive’s base salary, annual cash 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 2023

For 2023, 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 equity awards whose value fluctuates according to stockholder value.

 

RSU Awards:

 

-   40% of the award vests based on continued service.

 

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

 

One-Time Option Awards (for all NEOs other than the CEO):

 

-   100% of the award vests based on continued service.

 

 

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 and as required by local law.

 

 

 

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 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 cash 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 2023, 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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Upon completing its review, the Compensation and Talent Management Committee determined it was appropriate to keep 2023 base salaries at the levels set in October 2022 for all of our named executive officers. 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

 

  

2023 Base salary /
annual fixed
compensation ($)

 

 
 
Rohit Kapoor      815,000  
 
Maurizio Nicolelli      510,000  
 
Vikas Bhalla      INR 27,900,000(1)  
 
Vivek Jetley      500,000  
 
Anita Mahon      450,000  
          

(1) Equivalent to $335,304, converted at 83.21 INR to 1 USD, which was the exchange rate on December 29, 2023.

Annual incentives

We have established an annual cash incentive program in order to align our executive officers’ goals with our performance targets for the current year and to encourage meaningful contributions to our future financial performance. Our Compensation and Talent Management Committee approved the framework of our annual incentive program in late 2022 for awards payable in respect of 2023 performance. Under the program, annual incentive award target amounts, expressed as a percentage of base salary or annual fixed compensation, are established for participants at the beginning of each year. Funding of potential annual incentive award payouts for the year are determined by our financial results for the year relative to predetermined performance measures and our assessment of each named executive officer’s performance relative to his or her predetermined individual performance goals. If our performance falls short of target, our aggregate funding of the annual incentive pool declines. If we do not achieve a minimum threshold for the established financial performance objectives, then the annual incentive pool is not funded for that particular objective. The Compensation and Talent Management Committee has the discretion under the 2018 Plan to adjust an award payout from the amount yielded by the formula at the end of the performance period for reasons including, but not limited to, the effect of changes in laws or regulatory rules, acquisitions or divestitures, reorganization or restructuring, extraordinary accounting items, foreign exchange gains or losses, and/or any specific unusual or non-recurring events. The Compensation and Talent Management Committee did not apply any such discretionary adjustments for the 2023 annual incentive awards.

 

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Executive compensation

 

Our Compensation and Talent Management Committee considered the following when establishing the awards for 2023:

Annual incentive award targets

Annual incentive award targets were established based on job responsibilities and comparable market data. Our objective was to set targets such that total annual cash compensation was within the broad middle range of market data and a substantial portion of that compensation was linked to our performance. Our Compensation and Talent Management Committee established the following annual incentive award targets (expressed as a percentage of base salary or annual fixed compensation) as well as maximum targets for each named executive officer for 2023, which remained unchanged versus the prior year.

 

Name

  Annual incentive award target   Annual incentive award maximum
   
Rohit Kapoor   150% of base salary   300% of base salary
   
Maurizio Nicolelli   75% of base salary   150% of base salary
   
Vikas Bhalla   75% of annual fixed compensation   150% of annual fixed compensation
   
Vivek Jetley   75% of base salary   150% of base salary
   
Anita Mahon   75% of base salary   150% of base salary

Performance measures

Our executives were eligible to earn annual incentives with 75% of the award based on their achievement of Company-wide performance metrics and the remaining 25% of the award based on individual performance. Consistent with prior years, the Company-wide portion of 2023 annual incentives was based 50% in part on the Company’s revenue goal, and 50% in part on the Company’s adjusted operating profit margin (AOPM) for all employees, including our named executive officers. Individual performance goals are unique to each of our executive positions within the organization. The Compensation and Talent Management Committee believes achievement of these performance metrics will drive our business and, in turn, lead to increased stockholder value.

 

       
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Determination of financial performance achievement

For 2023, our Compensation and Talent Management Committee established a revenue target of $1.61 billion (which was 12.7% higher than our actual revenue for the prior year and 21.4% higher than our prior year’s target performance) and an AOPM target of $306.32 million (which was 22.1% higher than our actual for the prior year and 23.8% higher than our prior year’s target). As shown below, the portion of annual incentive award payments that were subject to these financial performance measures could have ranged from zero to 200% of the target depending on the achievement of the performance goals.

 

Performance targets: revenue ($1.61 billion); and AOPM ($306.32 million)

     
 

% of performance achieved compared to target goal

  % of target portion funded*
 

Above 110%

  200%
 

At 100%

  100%
 

At 90%

  10%
 

Less than 90%

  0%
     

*Linear interpolation for performance between discrete points.

Based on our performance during the 2023 fiscal year, we achieved 100.6% of our revenue performance target (resulting in funding of 106.0%), and 101.4% of our AOPM target (resulting in funding of 114.3%), which together yielded a weighted funding of 110.2%. For purposes of achievement of financial performance targets, revenue and AOPM are measured using the estimates and assumptions (particularly, currency exchange rates) at the time the targets are established.

 

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Executive compensation

 

Determination of individual performance measure achievement

Our named executive officers earn a portion of their annual incentive awards based on the achievement of individual performance measures designed to balance the named executive officers’ efforts between the achievement of near-term objectives that improve specific processes or performance metrics and long-term objectives that increase the Company’s value, economic impact, and sustained stockholder returns. For more information on the process for determining individual performance measure achievement, please see “Compensation process: roles and responsibilities” on page 68. Below is a summary of each named executive officer’s individual performance measures, as well as a summary of each named executive officer’s achievements in light of the designated performance measures:

 

Named Executive
Officer

 

2023 Individual performance measure

 

2023 Individual performance achievement

   

Rohit Kapoor

 

•   Drive profitability with sustained momentum

•   Improve Adjusted Operating Profit Margin

•   Leverage data-led positioning to promote a market-leading brand for digital and analytics solutions

•   Improve employee experience through greater engagement

•   Continued focus on diversity, equity, and inclusion strategies

•   Progression on improving ESG metrics

 

•   Led growth resulting in 2023 revenues of $1,631 million, 15.5% over 2022 revenue, sustained profitability and adjusted EPS(1) of $1.43, up by more than 19% over 2022

•   AOPM improved by 100 bps from 2022 to 2023

•   Executed a company-wide strategic pivot toward generative AI

•   Continued focus on talent acquisition and strong progress on building diverse and expanded leadership and key digital, AI and data-related capabilities

•   Progressed on ESG matters, including by leading our CSR team to surpass its volunteer participation goal, and increasing company-wide and VP+ gender diversity

   

Maurizio Nicolelli

 

•   Drive profitable growth agenda emphasizing EPS growth

•   Execute on long-term tax strategy

 

•   EPS growth rate outperformed revenue growth rate

•   Drove long-term tax strategy resulting in current benefits and a pathway to future benefits

   

Vikas Bhalla

 

•   Deliver profitable growth in Insurance business 2023 with sustained momentum

•   Leverage data-led positioning to commercialize & grow AI:OS and other digital solutions

 

•   Drove revenue growth of Insurance business with strong gross margins

•   Developed and enhanced existing digital-led solutions for insurance business that helped to expand client relationships and win new clients

   

Vivek Jetley

 

•   Drive profitability and build high growth business for Analytics

•   Build EXL’s data management capabilities, build our data assets and drive partnerships

 

•   Grew Analytics business with a focus on decision analytics, data management and payments business

•   Created significant foundational capabilities in data management, executed a strategic pivot in Analytics business toward generative AI, drove key partnerships

   

Anita Mahon

 

•   Deliver profitable growth

•   Strengthen talent and continue to develop the One EXL mindset in our culture

 

•   Drove Healthcare revenue with strong gross margins

•   Solidified core team through a focus on talent acquisition and strong progress on building diverse leadership. Championed women’s diversity initiatives

         

 

 

(1) Adjusted EPS is a non-GAAP financial measure. See “Non-GAAP Reconciliation” beginning on page 120 for more details, as well as a reconciliation of the non-GAAP measures used herein.

 

       
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Executive compensation

 

The table below sets out the 2023 annual incentive awards paid to our named executive officers (paid in March 2024):

 

 Name Overall Percentage
Attainment of
Target Bonus
2023 Actual annual
incentive awarded
($)(1)
   

 Rohit Kapoor

  124 %   1,514,253
   

 Maurizio Nicolelli

  120 %   459,441
   

 Vikas Bhalla

  128 %   320,917
   

 Vivek Jetley

  113 %   422,307
   

 Anita Mahon

  133 %   447,577

 

  (1)

The exchange rate used for the conversion from Indian rupees to U.S. dollars for Mr. Bhalla was 83.21 INR to 1 USD, which was the exchange rate on December 29, 2023.

Long-term equity incentives

The Compensation and Talent Management Committee believes long-term equity awards provide employees with the incentive to stay with us for longer periods of time, which in turn provides greater stability as we grow. These incentives foster the long-term perspective necessary for continued success in our business because the value of the awards is directly linked to long-term performance of our stock price, thereby ensuring that our executive officers are properly focused on stockholder value.

The Compensation and Talent Management Committee elects to grant time-vested and performance-vested restricted stock unit awards because these awards offer executives the opportunity to receive shares of our common stock on or shortly following the date that the restrictions lapse. Such awards serve both to reward and retain executives because value is linked to the price of our stock, the executive must generally remain employed by the Company through the date that the restrictions lapse, and the performance-vested awards require achievement of certain performance goals. For these reasons, restricted stock unit awards provide a significant degree of alignment between the interests of our executives and stockholders.

The Compensation and Talent Management Committee also believes that the mix between Time-Vested RSUs and Performance-Vested RSUs provides an appropriate balance between incentivizing our executives to continue their employment with the Company and ensuring they are focused on generating long-term financial performance and sustained stockholder value, which, in turn, results in additional compensation.

 

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Executive compensation

 

Compensation

2023 Annual Restricted Stock Unit Awards

Under our equity compensation program, our named executive officers received restricted stock units under the 2018 Omnibus Incentive Plan approved by the Company’s stockholders at the annual meeting of stockholders held in June 2018 (the “2018 Plan”). 40% of the restricted stock units vest based on continued employment over four years, and 60% percent of the restricted stock units may be earned based on our relative TSR performance and our revenue performance during a three-year performance period, as shown below.

 

40%   +    36%   +    24%   =    Total

Time-vested

RSUs

    

Relative TSR-linked

PRSUs

    

Revenue-linked

PRSUs

     Restricted Stock Unit Award

Our Compensation and Talent Management Committee selected revenue and relative TSR as the performance measures for the PRSUs because revenue is a key driver of stockholder value, thus aligning stockholder and executive interests and relative TSR incorporates a comparative component that requires our stock to outperform our industry classification peers for awards to vest. In addition, both the revenue and relative TSR performance measures encourage a focus on our strategic goals of long-term financial performance and market share growth.

2023 Option Awards

In June 2023, the Compensation and Talent Management Committee granted stock options to all NEOs other than the CEO. The goal of the grants was to provide wealth creation opportunities that are aligned to stockholder value and to position these NEOS’ total direct compensation for 2023 at median or above in response to the very competitive talent market in which the Company is operating. Accordingly, the Compensation and Talent Management Committee elected stock options as the vehicle for these grants in order to incentivize recipients to increase the value of the Company’s stock price, and further align their interests with those of our stockholders, as the options are only valuable to the recipients if our stock price appreciates over the exercise price. The grants vest in four equal installments on the first four anniversaries of the grant date.

 

       
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Executive compensation

 

The table below shows the target dollar value of Time-Vested RSUs, Performance-Vested RSUs and options our Compensation and Talent Management Committee awarded our named executive officers in 2023. In general, the Compensation and Talent Management Committee believes that the size of the award granted to an executive officer should increase based on the executive officer’s level of responsibility within the Company. The number of shares subject to each NEO’s Time-Vested RSU and Performance-Vested RSU (assuming a “target” level of performance) was determined by dividing the NEO’s target dollar value by the average stock closing price for the preceding month. The number of shares subject to each NEO’s option grant was determined by dividing the applicable target option value by the Black Scholes value of a share ($12.03 on a post-stock split basis).

 

 Name Target
Time-Vested RSUs ($)
Target
Revenue-Linked
PRSUs ($)
Target
Relative TSR-Linked
PRSUs ($)
Target Option
Awards ($)
       

 Rohit Kapoor

3,560,000  2,136,000  3,204,000  — 
       

 Maurizio Nicolelli

560,000 336,000 504,000 1,500,000
       

 Vikas Bhalla

600,000 360,000 540,000 3,000,000
       

 Vivek Jetley

600,000 360,000 540,000 3,000,000
       

 Anita Mahon

440,000 264,000 396,000 1,500,000

 

   

The “Time-Vested RSUs” will vest in increments of 25% on each of the first four anniversaries of the grant date, subject to continuous service with the Company through the applicable vesting date.

 

   

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

 

   

The “Performance-Vested” portion of the 2023 RSUs (“PRSUs”) are split into two types that each vest based on separate performance measures as follows:

 

   

Revenue-Linked PRSUs: 40% of these performance-based restricted stock unit awards will cliff-vest on December 31 of the third fiscal year in the performance period, subject to achievement of threshold Company revenues against an aggregate revenue target over the grant’s three-year performance period of January 1, 2023, to December 31, 2025, and continuous employment through December 31, 2025. The ultimate amount of Revenue-Linked PRSUs that a recipient earns may be up to 200% of the target award of Revenue-Linked PRSUs. To the extent the Company’s revenue falls in between the outlined target achievements, the percentage of Revenue-Based PRSUs earned will be determined based on straight line interpolation. The chart below sets forth the revenue target achievement thresholds and corresponding funding percentage:

Revenue target achievement Percentage of Revenue-Linked PRSUs earned
 

110% or more

200%
 

At 100%

100%
 

90%

25%

 

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   EXL 2024 Proxy Statement     
       


Table of Contents

LOGO

 

Executive compensation

 

   

Relative TSR-Linked PRSUs: The remaining 60% of the performance-based restricted stock unit awards cliff-vests on December 31 of the third fiscal year in the performance period, based on the achievement of a threshold level of relative total stockholder return performance of the Company against a performance peer group over the grant’s three-year performance period of January 1, 2023, to December 31, 2025, and continuous employment through December 31, 2025. The Company’s TSR for the TSR performance period will be computed and then compared to the TSR of the companies in the “performance peer group,” which is comprised of the public companies traded on either the NYSE or NASDAQ stock markets in our 8-digit Global Industry Classification Standard sub-industry group. In the Compensation and Talent Management Committee’s view, this comparator set is more appropriate than the compensation peer group for this purpose as it provides a more robust comparison of our performance to the marketplace by the inclusion of more companies and elimination of size as a selection criterion, which is more relevant for compensation than performance comparison. For the Relative TSR-Linked PRSUs granted in 2023, the Company included a negative TSR cap. Under the negative TSR cap, if the total stockholder return is negative over the course of the three-year performance period, no named executive officer may receive greater than 100% funding of the TSR-Linked PRSUs.

 

 

The percentage of Relative TSR-Linked PRSUs earned will be determined based on straight-line interpolation to the extent the Company’s TSR falls in between the 20th and 80th percentiles, as per the chart below:

 

TSR peer group percentile

Percentage of Relative TSR-Linked PRSUs earned
 

80.0 or more

200%
 

65.0

150%
 

50.0

100%
 

35.0

50%