ExlService Holdings, Inc. EXLS

Removed from 2025

• *Messrs.
• Bhalla and Jetley were each promoted, effective April 1, 2024, from executive vice president to president in addition to their business head roles.
• • Our annual revenues increased 12.7% from $1.6 billion in fiscal year 2023 to $1.8 billion in fiscal year 2024.
• Analytics revenue increased 9.2% and digital operations and solutions revenue increased 15.6%.
• Our board of directors authorized a new $500 million common stock repurchase program beginning March 1, 2024.
• • As of December 31, 2024, our 1-year TSR was 43.9%, our 3- year TSR was 53.3% and our 5-year TSR was 219.5%, in each case, outperforming our comparator groups and reflecting our short and long-term growth expectations and performance.
• • Acquired ITI Data, a data management solutions firm that works with eight of the world’s largest banks, financial services and healthcare companies.
• • Launched EXL Insurance LLM, developed using NVIDIA AI software that addresses the highly specialized needs of the insurance industry.
• Base Salaries The majority of our named executive officers received a base salary increase, which had not been increased since October 1, 2022.
• * Base salary also includes items included in “All Other Compensation” in the Summary Compensation Table on page 78.
• 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).
• In June of 2024, we updated the peer group companies that we used to make 2025 pay decisions as follows: Splunk was removed due to its acquisition by CISCO and was replaced with Dun & Bradstreet which provides business-to-business data and analytics.
• In addition, each of Perficient and Thoughtworks will be removed in future years as they were acquired in 2024.
• We use a separate peer group for measuring performance under our PRSUs, as described under “Compensation—2024 Annual Restricted Stock Unit 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 2024.
• 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.
• In addition, for Messrs.
• Bhalla and Jetley, the Compensation and Talent Management Committee determined that a larger increase (18% and 10%, respectively) was appropriate, as a result of each of their promotions from Executive Vice President to President in April 2024.
• Below is a summary of each named
• Named Executive Officer 2024 Individual performance measure 2024 Individual performance achievement Rohit Kapoor • Drive profitability with sustained momentum • Improve adjusted operating profit margin • Execute strategic pivot to data and AI-led positioning • Develop robust partnerships • Improve employee experience through greater engagement • Continued focus on sustainability • Led growth resulting in 2024 revenue of $1.8 billion (12.7% year-over-year growth) with sustained profitability and adjusted EPS(1) of $1.65 (15.4% year-over-year growth) • AOPM improved by 10 bps from 2023 to 2024, reaching 19.4% • Executed a successful pivot to data and AI-led market positioning, resulting in a 53% revenue share from data and AI; acquired and integrated ITI Data, expanding the Company’s data management capabilities; developed and launched EXL Insurance LLM, among others • Built a large partner-led pipeline with key industry players with advances on joint market offerings and GTM actions • Continued focus on talent upskilling, expanded leadership backgrounds and expertise and digital capabilities, including through 1.8 million hours dedicated to upskilling, with over 20% of colleagues trained on future AI and data needs • Progressed sustainability initiatives aligned with business strategy and focus on ROI, and received industry recognitions Maurizio Nicolelli • Drive profitable growth agenda emphasizing EPS growth • Drive long-term tax strategy • Expand investor base • Full year EPS growth rate outperformed revenue growth rate • Implemented long-term tax strategy resulting in optimized tax rate and pathway to future benefits • Expanded our overall investor base and existing investor positions.
• Vikas Bhalla • Deliver profitable growth in Insurance business in 2024 with sustained momentum • Focus on strong execution and service delivery • Drove insurance revenue with strong gross margins • Developed processes and procedures aimed at strengthening the first line of compliance, including early warning scorecard for top accounts Vivek Jetley • Drive revenue and profitability for Analytics • Realize EXL Ventures Lab concept • Grew Analytics revenue 9% year-over-year with improved profitability • Executed EXL Ventures Lab IdeaTank activity enterprise-wide, generating over 1,500 ideas, with finalists being driven from concept to Company adoption Vishal Chhibbar • Continue rigor around growth vectors • Empower sales teams by building sales capability and ecosystem • Grew the overall deal pipeline by ~50% and large deal wins by ~22% • Empowered sales leaders, leading to an increase in average win rate • Revamped the new joiner training programs, reducing first-year attrition of front-end colleagues
• Name Overall percentageattainment oftarget bonus 2024 Actual annualincentive awarded($)(1) Rohit Kapoor 117 % 1,440,000 Maurizio Nicolelli 102 % 394,215 Vikas Bhalla 105 % 269,216 Vivek Jetley 84 % 323,153 Vishal Chhibbar 105 % 394,917
• Name TargetTime-Vested RSUs ($) TargetRevenue-LinkedPRSUs ($) TargetRelative TSR-LinkedPRSUs ($) Total Target Equity ($) Rohit Kapoor 4,200,000 2,520,000 3,780,000 10,500,000 Maurizio Nicolelli 700,000 420,000 630,000 1,750,000 Vikas Bhalla 1,200,000 720,000 1,080,000 3,000,000 Vivek Jetley 1,200,000 720,000 1,080,000 3,000,000 Vishal Chhibbar 700,000 420,000 630,000 1,750,000
• A discussion of the benefits provided to our CEO is provided under “NEO Employment agreements” beginning on page 81.
• In 2023, we updated our clawback policy to bring it into compliance with new Nasdaq listing standards implementing clawback rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
• Our executive stock ownership policy requires:
• • Our CEO to maintain aggregate stock ownership equal to at least six times his base salary (counting common stock, vested restricted stock units and unvested time-based restricted stock units) and three times his base salary (when excluding unvested time-based restricted stock units).
• • Other members of our executive committee (including our named executive officers) to maintain aggregate stock ownership equal to at least two times their base salaries (counting common stock and vested restricted stock units).
• Common stock is counted toward the ownership requirement if it is owned by or for the benefit of the executive, the executive’s spouse or the executive’s children sharing the same household.
• Under these employment agreements or letters,
• Ms. Jaynie Studenmund (Chair)
• Name Total grant date fair value ($) Maximum total grant date fair value ($) Rohit Kapoor 7,786,517 15,573,033 Maurizio Nicolelli 1,299,645 2,599,290 Vikas Bhalla 2,228,261 4,456,523
• Name Total grant date fair value ($) Maximum total grant date fair value ($) Vivek Jetley 2,228,261 4,456,523 Vishal Chhibbar 1,299,645 2,599,290
• (5) Amount for Mr. Maurizio Nicolelli includes contribution to our 401(k) plan ($10,350) and Company-paid Life Insurance premiums ($756).
• (8) Amount for Mr. Vivek Jetley includes contributions to our 401(k) plan ($10,350) and Company-paid Life Insurance premiums ($756).
• (9) Mr. Chhibbar received a joining bonus of $200,000 in connection with his commencement of employment in 2023, $100,000 of which was paid in 2023 and $100,000 of which was paid in 2024.
• This amount represents the second and final installment of such joining bonus.
• (10) Amount for Mr. Vishal Chhibbar includes contributions to our 401(k) plan ($10,350) and Company-paid Life Insurance premiums ($756).
• Name Estimated future payouts under non-equity incentive plan awards(1) Estimated future payouts under equity incentive plan awards All otherstock awards: number of shares of stock or units(2) (#) All other optionawards: number of securities underlyingoption (#) Exerciseor base price ofthe optionawards Grant Date Fair Value of Stock and Option Awards(3) ($) Grant date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Rohit Kapoor — 1,231,926 3,695,779 2/28/2024 134,100 4,060,548 2/28/2024 20,115 80,460 (4) 160,920 2,436,329 2/28/2024 4,019 120,690 (5) 241,380 5,350,188 Maurizio Nicolelli — 388,156 582,234 2/27/2024 22,348 680,050 2/27/2024 3,352 13,409 (4) 26,818 408,036 2/27/2024 670 20,113 (5) 40,226 891,609 Vikas Bhalla — 255,638 383,457 2/27/2024 38,316 1,165,956 2/27/2024 5,748 22,990 (4) 45,980 699,586 2/27/2024 1,148 34,484 (5) 68,968 1,528,676 Vivek Jetley — 384,426 576,639 2/27/2024 38,316 1,165,956 2/27/2024 5,748 22,990 (4) 45,980 699,586 2/27/2024 1,148 34,484 (5) 68,968 1,528,676 Vishal Chhibbar — 375,000 562,500 2/27/2024 22,348 680,050 2/27/2024 3,352 13,409 (4) 26,818 408,036 2/27/2024 670 20,113 (5) 40,226 891,609
• Nicolelli, Bhalla, Jetley and Chhibbar: 75%.
• Perquisites for CEO
• The employment agreements for other U.S.-based NEOs do not detail the perquisites to which the NEOs may be entitled.
• Please see the “All Other Compensation” column of the Summary Compensation Table on page 78 above for information about the perquisites the NEOs received in 2024.
• New Hire Compensation
• Pursuant to Mr. Chhibbar’s employment agreement, in connection with his commencement of employment in July of 2023, he was entitled to receive: (1) a joining bonus of $200,000, half of which was paid at the time he commenced employment in 2023 and the other half of which was paid in March 2024, (2) a sign-on option grant in 2023, subject to pro-rata vesting over a four year period commencing on the grant date and (3) reimbursement for certain relocation and legal fees, with an aggregate maximum reimbursement of $50,000.
• Option Awards Stock Awards Name Grant Date Number of sharesunderlying theunexercisedStock Options (#) Exercisable(1) Number ofsharesunderlying theunexercisedStock Options(#)Unexercisable(1) OptionExercise Price ($) OptionExpirationDate Numberof sharesor unitsof stockthat have notvested (#) Marketvalue ofsharesor unitsof stockthathave notvested ($)(2) Equity incentive planawards: Number ofunearned shares,units or other rightsthat have notvested (#)(3)(4) Equity incentiveplan awards: Market or payoutvalue ofunearnedshares, units orother rights thathave not vested ($)(2) Rohit Kapoor 2/17/2021 44,250 (5) 1,963,815 2/16/2022 62,910 (5) 2,791,946 2/15/2023 78,360 (5) 3,477,617 2/28/2024 134,100 (5) 5,951,358 2/15/2023 125,380 5,564,364 2/15/2023 188,060 8,346,103 2/28/2024 160,920 7,141,630 2/28/2024 241,380 10,712,444 Maurizio Nicolelli 2/17/2021 8,650 (5) 383,887 2/16/2022 9,710 (5) 430,930 2/15/2023 12,330 (5) 547,205 2/27/2024 22,348 (5) 991,804 6/21/2023 33,580 100,745 30.15 6/21/2033 2/15/2023 19,730 875,617 2/15/2023 29,590 1,313,204 2/27/2024 26,818 1,190,183 2/27/2024 40,226 1,785,230 3/31/2022 13,925 (6) 617,992
• Option Awards Stock Awards Name Grant Date Number of sharesunderlying theunexercisedStock Options (#) Exercisable(1) Number ofsharesunderlying theunexercisedStock Options(#)Unexercisable(1) OptionExercise Price ($) OptionExpirationDate Numberof sharesor unitsof stockthat have notvested (#) Marketvalue ofsharesor unitsof stockthathave notvested ($)(2) Equity incentive planawards: Number ofunearned shares,units or other rightsthat have notvested (#)(3)(4) Equity incentiveplan awards: Market or payoutvalue ofunearnedshares, units orother rights thathave not vested ($)(2) Vikas Bhalla 2/17/2021 9,175 (5) 407,187 2/16/2022 10,870 (5) 482,411 2/15/2023 13,200 (5) 585,816 2/27/2024 38,316 (5) 1,700,464 6/21/2023 67,160 201,490 30.15 6/21/2033 2/15/2023 21,120 937,306 2/15/2023 31,680 1,405,958 2/27/2024 45,980 2,040,592 2/27/2024 68,968 3,060,800 3/31/2022 13,925 (6) 617,992 Vivek Jetley 2/17/2021 7,445 (5) 330,409 2/16/2022 10,100 (5) 448,238 2/15/2023 13,200 (5) 585,816 2/27/2024 38,316 (5) 1,700,464 6/21/2023 67,160 201,490 30.15 6/21/2033 2/15/2023 21,120 937,306 2/15/2023 31,680 1,405,958 2/27/2024 45,980 2,040,592 2/27/2024 68,968 3,060,800 3/31/2022 13,925 (6) 617,992 Vishal Chhibbar 2/27/2024 22,348 991,804 7/10/2023 33,500 100,515 30.15 7/10/2033 2/27/2024 26,818 1,190,183 2/27/2024 40,226 1,785,230
• (6) We offered NEOs who were employed in 2022 (other than the CEO) the opportunity to participate in a Share Matching Program (“SMP”) at that time.
• The SMP provided an opportunity for those NEOs to receive one restricted stock unit for every share of Company common stock acquired through the settlement of vested equity incentive awards or through open market purchases in the first quarter of 2022 and subsequently held for a two-year period.
• The SMP restricted stock units vested as to 1/3 of the underlying grant on the second anniversary of the grant date (March 31, 2024) and will vest as to the remaining 2/3 of the underlying grant on the third anniversary of the grant date.
• Option awards Stock awards Name Number of sharesacquired onexercise Value realized onexercise ($) Number of sharesacquired onvesting Value realized onvesting ($) Rohit Kapoor — — 508,685 22,566,507 Maurizio Nicolelli — — 115,785 4,785,988 Vikas Bhalla — — 135,215 5,588,262 Vivek Jetley — — 123,565 5,146,174 Vishal Chhibbar — — — —
• In calculating potential payments for purposes of this disclosure, we have
• quantified our equity-based payments using the closing stock price on December 31, 2024, which was $44.38.
• Either we or the applicable NEO may terminate his or her employment at any time with 30 days’ notice (if termination is by the Company) or 90 days’ notice (if termination is by the NEO).
• Because none of the non-CEO NEOs are 60, none is eligible for retirement treatment with respect to his or her equity.
• • Share Matching Program 2022 Awards: The applicable NEO’s outstanding SMP RSUs will become fully vested if, following or in specific contemplation of a change in control, the NEO is terminated without cause or, following a change in control, the NEO terminates employment for good reason.
• If an NEO dies before the end of the vesting period, all of the applicable NEO’s outstanding SMP RSUs will become fully vested.
• Because none of the non-CEO NEOs are 60, none is eligible for retirement treatment with respect to his or her options.
• Payments upon termination Death prior to achange in control ($) Death after achange in control ($) Termination forgood reason or without cause ($) Change in control ($) Terminationwithout cause or for good reasonfollowing change in control or termination without cause in specific contemplation ofchange in control($) Retirement ($) Maurizio Nicolelli Base salary payout — — 540,000 — 540,000 — Restricted stock units 2,353,826 2,353,826 — 1,029,705 2,353,826 — Performance-based restricted stock units 1,225,496 2,987,022 — 2,491,169 2,987,022 — Options 1,433,601 1,433,601 — 477,861 1,433,601 — Share Match Program 617,992 617,992 — — 617,992 — Vikas Bhalla Base salary payout — — 385,446 — 385,446 — Restricted stock units 3,175,877 3,175,877 — 1,268,780 3,175,877 — Performance-based restricted stock units 1,631,274 4,155,832 — 3,305,685 4,155,832 — Options 2,867,203 2,867,203 — 955,722 2,867,203 — Government-required payouts 155,661 155,661 155,661 — 155,661 — Share Match Program 617,992 617,992 — — 617,992 — Vivek Jetley Base salary payout — — 550,000 — 550,000 — Restricted stock units 3,064,927 3,064,927 — 1,174,916 3,064,927 — Performance-based restricted stock units 1,631,274 4,155,832 — 3,305,685 4,155,832 — Options 2,867,203 2,867,203 — 955,722 2,867,203 — Share Match Program 617,992 617,992 — — 617,992 — Vishal Chhibbar Base salary payout — — 500,000 — 500,000 — Restricted stock units 991,804 991,804 — 247,951 991,804 — Performance-based restricted stock units 495,853 1,487,706 — 991,854 1,487,706 — Options 1,430,328 1,430,328 — 476,758 1,430,328 — Share Match Program — — — — — —
• in his or her duties and authorities; (iii) there is a change in the office or location where the executive is based of more than 50 miles (100 kilometers for Mr. Bhalla); or (iv) we breach any material term of the executive’s employment agreement.
• sales commission, and retention or signing bonus).