Genpact LTD G

55% shingled-prose overlap between the two filings.

2025: 180,461 chars · 2026: 168,410 chars

• Committee Report:87% overlap (515 → 529 chars)
• Pay Ratio (Item 402(u)):55% overlap (4,362 → 4,003 chars)
• Say-on-Pay proposal:58% overlap (409 → 409 chars)

• changedOur named executive officers (also referred to as our “NEOs”) for 2025 2024are:
• changedBalkrishan “BK” Kalra “Tiger”Tyagarajan(1)FormerPresident and Chief Executive Officer Michael Weiner Senior Vice President, Chief Financial Officer Piyush Mehta Senior Vice President, Chief Human Resources Officer and Country Manager, India Anil Nanduru Senior Vice President and Global Business Leader, Consumer & Healthcare and High Tech Software &ManufacturingRiju Vashisht Senior Vice President, Chief Growth Officer and Global Business Leader, Enterprise Services and Partnerships and Alliances
• changed2025 2024Key financial highlights
• newIn 2025, we continued to rapidly scale data, artificial intelligence (“AI”) and domain-driven agentic solutions, accelerating innovation to respond to broad-based demand for our solutions and services.
• newOur financial results for the year reflect our disciplined execution and strong momentum across our Advanced Technology Solutions.
• changedSelect 2025 2024financial results are set out below.
• new292026 Proxy Statement
• new(2)Advanced Technology Solutions net revenues include revenues from solutions and services focused on data and AI, digital technology, advisory, and agentic solutions.
• changed(3)Adjusted EPS (4)Adjusteddilutedearningspershareis a non-GAAP measure used by our management for reporting, budgeting and decision-making purposes.
• changedSee Exhibit 1 to this Proxy Statement for a reconciliation of GAAP diluted earnings per share to Adjusted EPS. dilutedearningspershare.
• changed(4)Adjusted (6)Adjustedincome from operations margin is a non-GAAP financial measure used by our management for reporting, budgeting and decision-making purposes.
• newMacroeconomic uncertainty and geopolitical tensions continued to affect business confidence and the markets in which we and our clients operate during 2025.
• newDespite these challenges as well as an evolving competitive landscape, we had strong 2025 financial performance, including net revenue and Adjusted EPS growth, with particularly strong growth of 17% in our advanced technology solutions compared to 2024.
• newIn spite of this strong performance, 2025 pay outcomes were mixed, primarily because of the ambitious goals included in our 2025 performance-based compensation plans and the 2023 PSU awards.
• newAs described below under the headings “Annual cash bonus” and “Equity-based compensation—2025 Performance share unit awards” and “2023 Performance share unit awards,” our 2025 annual bonuses paid out below target for all of our NEOs, we achieved higher-than-target performance on the Adjusted EPS goal and lower-than-target performance on the revenue goal set for the first year under our three-year 2025 PSU awards, and our 2023 PSU awards, which had a performance period of January 1, 2023 to December 31, 2025, will vest at approximately 60% of the target number of shares subject to the awards.
• changedFor 2025, 2024,our named executive officers were also granted PSU awards tied to the attainment of multiple performance goals over a three-year period (with a maximum payout of 240% of target) and RSU restrictedshareunit(“RSU”)awards that vest ratably in equal one-third installments over a three-year period.
• changedSee the sections titled “2025 “2024Restricted share unit awards” and “2025 “2024Performance share unit awards” for additional information.
• new302026 Proxy Statement
• changedWhat we do What we don’t wedon’tdo
• changedWe strive to maintain sound governance standards and compensation practices by continually monitoring the evolution of “best practices.” As in prior years, we incorporated many best practices into our 2025 2024compensation programs, including the following:
• new312026 Proxy Statement
• changedPay for performance philosophy The core objective of our executive officer compensation program is to align pay and performance.
• changedThe compensation of our named executive officers for 2025 reflects both our 2025 performance and our commitment to providing executive compensation opportunities that are linked to Company performance, including progress on long-term strategic goals and shareholder value creation.The material components of our compensation are (i) a fixed base salary and (ii) variable compensation comprised of (A) short-term incentive compensation under our performance-based annual cash bonus plan and (B) long-term incentive compensation in the form of equity awards, which since 2023 have been granted as annual PSU and RSU awards.
• changedThe compensation committee believes that our current executive compensation structure strongly aligns our NEOs’ interests with those of our shareholders and creates an appropriate balance between performance- and time-based awards, discouraging excessive risk taking and supporting retention.AnchorThe charts below reflect the target mix of compensation components for our NEOs during fiscal year 2025, which reflects our pay-for-performance philosophy. retention.
• newIn 2025, 91% of our CEO’s target direct compensation and 82% of our other NEOs’ target direct compensation was at-risk based on the achievement of company or individual objectives (annual bonus and PSUs) or share price performance (PSUs and RSUs) or both.
• changedIn addition, 78% 2024,77%of our CEO’s total target compensation of approximately $10.1 $8.5million was in the form of long-term incentive compensation and approximately 64% 60%(on average) of the total target compensation of our other named executive officers was in the form of long-term incentive compensation.
• newFor our CEO, 2025 target compensation excludes the one-time RSU award described under the section titled “2025 Restricted share unit awards.” AnchorShareholder engagement We welcome and value the views and insights of our shareholders.
• changedLeading up to and following our 2025 2024annual meeting, at which 92% 91%of the shares voted on our say-on-pay proposal were voted in favor of our 2024 2023executive compensation practices, we conducted extensive shareholder outreach to better understand our shareholders’ perspectives on our compensation practices and to solicit their feedback.
• changedIn the second quarter of 2025, 2024,we contacted shareholders owning more than 60% 70%of our outstanding shares, including our top 10 shareholders, and we had discussions with or received written feedback from shareholders representing approximately 5% 14%of our total shares then outstanding.
• changedThe remaining shareholders from whom we solicited feedback in 2025 either declined to meet or did not respond to our inquiries.This Thiseffort supplemented our ongoing communications and meetings with our investors throughout the year and focused on the Company’s compensation practices and philosophy, the alignment of our compensation program with our strategic direction and our ESG practices and philosophy.
• changedAnchorShareholder feedback and responsiveness Based on shareholder feedback, our compensation committee evaluated and implemented several significant changes to our compensation practices in our 2023 compensation program, including eliminating time-based option grants and replacing them with annualRSUgrants,increasingthelengthoftheperformanceperiodforourPSUawardsfromoneyeartothreeyearsandincludingarelativeTSRmodifierinourPSUawards.
• new322026 Proxy Statement
• newannual RSU grants, increasing the length of the performance period for our PSU awards from one year to three years and including a relative TSR modifier in our PSU awards.
• changedGiven the significant changes made in the 2023 compensation program, the positive feedback from our shareholders to those changes and our compensation committee’s view that consistency in compensation plan design creates better outcomes for the Company, employees and ultimately shareholders, no significant changes were made in our 2024 or 2025 compensation practices.
• changedSee the section titled “2025 target pay mix and pay positioning” below for further details.The compensation committee then utilizes its judgment and experience in making all compensation determinations.
• changedThe compensation committee’s determination of compensation levels is based upon what the members of the committee deem appropriate, considering information such as the factors listed above, as well as input from our CEO, shareholder feedback, publicly available information on compensation practices in our industry, and information and advice provided by compensation consultants.Base salaries and target annual bonuses for 2025 were reviewed at the end of 2024 and adjustments were approved by the compensation committee for our named executive officers. consultants.
• changedBase salary and target bonus increases for 2025 were made effective January 1, 2025.The Theperformance goals for our 2025 2024annual bonus plan and the 2025 2024PSU awards were approved by the compensation committee in early 2025 2024based on expected financial performance for the full year 2025 2024and multi-year goals and reflected the Company’s strategic and operational short- and long-term priorities, including in the case of the PSU awards the Company’s multi-year goals for revenue and Adjusted EPS dilutedearningspersharegrowth.
• changedThe compensation committee determined at that time that the targets under our 2025 2024incentive compensation plans were challenging to achieve but attainable without taking excessive risk.
• changedRole of CEO in compensation decisions In late 2024, 2023,our formerCEO made recommendations to the compensation committee on adjustments to the base salaries and target bonuses of the other named executive officers for 2025 2024as well as grants of long-term incentive awards.
• changedAfter the end of the 2025 2024fiscal year, the compensation committee and the CEO discussed our business performance, his performance and his evaluation of the level of achievement of the individual objectives set forth in the 2025 2024bonus scorecards of the other named executive officers.
• changedThe compensation committee, without the CEO present, determined the CEO’s 2025 2024compensation.
• changedThe compensation committee has periodically engaged an independent compensation consultant that advises on compensation trends and best practices, plan design, and the competitiveness of CEO compensation.In Inconnection with the compensation committee’s determination of Mr. Kalra’s compensation as CEO, inSeptember2023,the compensation committee reviewed materials prepared by FW Cook, an independent compensation consulting firm, setting forth FW Cook’s evaluation and recommendations regarding newCEO compensation for 2025 using 2024 using2023proxy data (the “CEO Compensation Proposal”).
• changedFW Cook’s analysis in the CEO Compensation Proposal was based on two peer groups (consolidated and set forth in the table below): (1) the peer group used by Institutional Shareholder Services (“ISS”) in its 2024 2023proxy analysis and benchmark policy voting recommendation report for the Company (the “ISS Peer Group”) and (2) a customized peer group of certain Companycompetitors(the“CustomizedPeerGroup”).
• new332026 Proxy Statement
• newCompany competitors (the “Customized Peer Group”).
• changedThe CEO Compensation Proposal showed that AsofDecember31,2023,our revenues ranked between the median and 75th percentile and our market capitalization at betweenthe 25thpercentileandmedian compared to the companies in the ISS Peer Group, and our revenues ranked between the 25th percentile and median, and our market capitalization ranked at the 21st percentile, compared to the companies in the Customized Peer Group.
• changedPeer group companies for the CEO ANSYS, Inc. Euronet Worldwide, BroadridgeFinancialSolutions,Inc. The Western Union Company Booz Allen Hamilton Holding Corporation Gartner, Inc. WEX TataConsultancyServicesLimitedCACIInternationalInc. Broadridge Financial Solutions, GlobalPaymentsInc.UnisysCorporationCognizantTechnologySolutionsCorporationInfosysLimitedVeriskAnalytics,Inc.ConduentInc. Jack Henry & Associates, Inc. Cognizant Technology Solutions Corporation CACI International Inc TheWesternUnionCompanyEPAMSystems,Inc.MAXIMUS, Inc ExlService Holdings, WEXInc. Concentrix Corporation EquifaxInc.NCR Voyix Corporation Infosys WiproLimited Conduent Incorporated Shift4 Payments, EuronetWorldwide,Inc. Tata Consultancy Services SabreCorporationWNS(Holdings)Limited Corpay, EXLServiceHoldings,Inc. Splunk Inc. Wipro Limited EPAM Systems, FleetCorTechnologies,Inc. SS&C Technologies Holdings, Inc. WNS (Holdings) Limited Equifax Inc. Unisys Corporation
• changedIn establishing the 2025 2024compensation for our named executive officers other than the CEO, the compensation committee reviewed, for reference, materials prepared by Aon, a compensation consulting firm, for management in late 2024 2023showing peer group compensation levels and practices for the peer group set forth below.
• changedAt the end of 2024, 2023,the compensation committee considered the Company’s overall performance, the individual named executive officer’s performance, the CEO’s recommendation and the market data included in the materials provided by Aon to establish each element of the 2025 2024compensation for our named executive officers other than the CEO.
• changedPeer group companies for named executive officers other than the CEO* Accenture plc Gartner, Inc. Wipro ​WiproLimited Akamai Technologies, Inc. HCL Technologies Ltd. WNS (Holdings) Limited Capgemini S.A.
• changedInfosys Limited Cognizant Technology Solutions Corporation International Business Machines Corporation ExlService Holdings, Inc. Tata ​TataConsultancy Services Limited
• changed*Differences ∗Differencesin revenue size and market capitalization between us and companies in the peer group were accounted for by comparing roles with a similar scope of responsibility.
• new342026 Proxy Statement
• changed2025 2024target pay mix and pay positioning
• changedOur long-term incentives for 2025 2024were in the form of PSUs and RSUs.
• changedAs indicated in the chart on page 32, 91% 31,90%of our CEO’s target total direct compensation for 2025 2024was in the form of variable compensation, the ultimate value of which depends on achievement of annual and long-term financial goals or share price performance, or both, and was strongly linked to Company results.
• changedOnly 9% 10%of our CEO’s 2025 2024target compensation was in the form of fixed pay.
• changedBased on the peer benchmarking information included in the CEO Compensation Proposal, the compensation committee made the following decisions regarding Mr. Kalra’s target compensation as CEO for 2025: 2024:
• changed•His base salary was set at $925,000, $875,000,which was between lowerthanthe 25th percentile and median compared to the companies in both the ISS Peer Group andbetweenthe25thpercentileand mediancomparedtothecompaniesinthe Customized Peer Group.
• changed•His annual target bonus opportunity was set at $1,375,000. $1,100,000.
• changed•He was granted long-term incentive awards with a total target value of $7,820,000 $6,545,000,consisting of an RSU award and a PSU award, each with a target value at grant of $3,910,000. $3,272,500.
• changedThe target value of his long-term incentive awards was between atthe 25th percentile and median compared to the companies in both the ISS Peer Group andbetweenthe25thpercentileand mediancomparedtothecompaniesinthe Customized Peer Group.
• changedAccordingly, our CEO’s total target direct compensation for 2025 2024was set at $10,120,000. $8,520,000.
• changedThis total target direct compensation positions Mr. Kalra’s 2025 2024compensation between belowthe 25th percentile and median compared to the companies in the ISS Peer Group and below the 25th percentile compared to the Customized Peer Group.
• changedFor our other NEOs, namedexecutiveofficers,we continued to maintain a compensation structure with a significant portion of total compensation at risk based on Company and share price performance.
• changedAs indicated in the chart on page 32, 31,approximately 82% 80%of our other NEOs’ target total direct compensation for 2025 2024was in the form of variable compensation, the ultimate value of which depends on achievement of annual and long-term financial goals or share price performance, or both, and was strongly linked to Company results.
• changedOnly 18% 20%of our other NEOs’ 2025 2024target compensation was in the form of fixed pay.
• changedAt our 2025 2024annual meeting of shareholders, approximately 92% 91%of the votes cast were in favor of the compensation of our named executive officers.
• new352026 Proxy Statement
• changedThe compensation committee will committeewillcontinue to take into account future shareholder advisory shareholderadvisoryvotes on executive compensation, shareholder feedback shareholderfeedbackand other relevant market developments affecting developmentsaffectingexecutive officer compensation to determine whether determinewhetherany changes to our programs and policies are policiesarewarranted.
• changedFor fiscal 2025, 2024,our executive compensation program had three primary components, in addition to certain benefits and perquisites:
• changedFor a description of our NEOs’ employment agreements, see the section belowtitled “—Narrative disclosure to summary compensation table and grants of plan-based awards table—Employment agreements with named executive officers” below.
• changedThe following table sets forth, for each of our named executive officers, such officer’s 2024 2023and 2025 2024base salary.
• new362026 Proxy Statement
• newExecutive 2024 base salary 2025 base salary Balkrishan Kalra $875,000 $925,000 Michael Weiner $650,000 $670,000 Piyush Mehta(1) $376,616 $377,664 Anil Nanduru $625,000 $650,000 Riju Vashisht $625,000 $650,000
• changed(1)All (3)Allof our named executive officers’ base salaries are denominated in U.S. dollars other than Mr. Mehta, whose salary is denominated in Indian rupees.
• changedThe amounts shown for Mr. Mehta were converted from Indian rupees at the rates of INR 1/$0.01197 1/$0.121for 2024 2023and INR 1/$0.01153 1/$0.119for 2025. 2024.
• changedAs in prior years, for 2025 2024the compensation committee established a bonus pool, which is funded based on the level of attainment of Company performance metrics (subject to a threshold level of performance).
• changedUnder our annual cash bonus plan, each of our NEOs namedexecutiveofficersis eligible for a target bonus specified as, for each of our NEOs other than Mr. Kalra, asa percentage of his or her base salary.
• changedFor 2025, 2024,Mr. Kalra’s target bonus was set at $1,375,000 approximately125%ofhisbasesalary,effectiveuponhispromotiontoCEO,and our other named executive officers’ target bonuses were 100% of their base salaries.

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