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

 

March 20, 2024

Dear Shareholders,

It is my honor to write to you as Genpact’s new President and Chief Executive Officer.

As a long-standing member of the Genpact team, I have tremendous respect for our purpose – the relentless pursuit of a world that works better for people – and for our teams, who deliver on that promise each and every day.

Genpact is a leading global professional services and solutions firm, delivering outcomes that transform our clients’ businesses and shape their future. Our clients – including many in the Global Fortune 500 – partner with us for our unique ability to combine deep industry and functional expertise, world-class talent, and holistic growth-oriented solutions that turn insight into action and deliver outcomes at scale. From New York to New Delhi, and more than 35 countries in between, our 125,000+ person team is passionate about delivering on our purpose.

2023 Results

In 2023, we continued to drive lasting competitive advantage for our clients, running digitally enabled operations and applying our Data-Tech-AI services to design, build, and transform their businesses. This resulted in a year of solid financial performance for Genpact, including:

Our progress in 2023 also extended well beyond business performance as we advanced critical ESG initiatives across our four key pillars: climate, diversity, equity and inclusion (DEI), corporate social responsibility and client excellence. We invite you to visit the sustainability section of this document to learn more about our company-wide commitments.

Looking ahead

2024 will be a year of strengthening our foundation for future growth. As Genpact's new CEO, my top priority is to sharpen our focus and drive increased speed and accountability throughout the organization to reach our full potential.

Since our founding, we have seen periods of tremendous growth, driven in part by a number of strategic pivots. As we stand here today, on the verge of a new technology revolution fueled by GenAI, I firmly believe that Genpact is in a better position than ever before to capitalize on the opportunities ahead.

We started our AI journey a few years ago and are charting an ambitious course ahead, working closely with our clients to shape the future by better leveraging data, technology and AI-first principles. We are moving rapidly to embed AI in all of the solutions we bring to market, launching more than 50 GenAI use cases into testing in 2023, with another 30 in production environments with clients either deployed or going live. We have also recently appointed a Chief Technology & Transformation Officer, who will lead the charge on embedding AI in all of our internal operations.

During my first 100 days as CEO, I am prioritizing three key areas – spending more time with clients, continuing to build our senior leadership team and strengthening our partner relationships:

In closing, we see tremendous potential ahead and I want to thank you for your investment and ongoing trust. Our work would not be possible without the incredible dedication of our global teams and the support of our shareholders. I look forward to providing more details and updates on our progress in the months ahead.

Annual general meeting

Finally, it is my pleasure to invite you to the 2024 Annual General Meeting of Shareholders of Genpact Limited to be held on Thursday, May 2, 2024 at 5 Merchant Square, 5^th Floor, London, W2 1AY United Kingdom. The Annual General Meeting will begin at 12:00 p.m. local time.

The enclosed Notice of our 2024 Annual General Meeting and Proxy Statement provide important information about the matters to be considered and voted upon at the annual meeting. We hope that you will read the enclosed materials and submit your voting instructions by proxy. Voting by proxy will ensure your representation at the annual meeting even if you are unable to attend the meeting in person. The Board of Directors recommends that you vote FOR each director nominee included in Proposal No. 1 and FOR Proposal Nos. 2 and 3.

Pursuant to the Securities and Exchange Commission rules that allow users to furnish proxy materials to shareholders over the Internet instead of a printed copy of our proxy materials to all of our shareholders, we are providing access to our proxy materials by posting them on the Internet and delivering a Notice Regarding the Availability of Proxy Materials, as more fully described in the accompanying Notice of 2024 Annual General Meeting of Shareholders. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. On or about March 21, 2024, we will mail our shareholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Your vote is very important to us. Whether or not you plan to attend the annual meeting, we ask that you vote as soon as possible. Please review the instructions on the Notice Regarding the Availability of Proxy Materials or, if you request printed copies of the proxy materials, the enclosed proxy card regarding each of your voting options.

Thank you for your ongoing support of and continued interest in Genpact.

Shareholders of record at the close of business on March 8, 2024 are entitled to vote at the annual meeting.

Your vote is important regardless of the number of shares you own.

We have elected to use the notice and access rules adopted by the Securities and Exchange Commission to provide many of our shareholders access to our proxy materials and our Annual Report on Form 10-K by notifying you of the availability of our proxy materials and our Annual Report on Form 10-K via the Internet. The notice and access model provides the Company with a fast, efficient and lower-cost way to furnish shareholders with their proxy materials and reduces our impact on the environment. As a result, on or about March 21, 2024, we will mail our shareholders a “Notice Regarding the Availability of Proxy Materials” (the “Notice”) with instructions for how to access the proxy materials and our Annual Report on Form 10-K via the Internet (or how to request a paper copy) and how to vote online. We will also deliver printed versions of the proxy materials to shareholders who request paper copies of the proxy materials. On the date of mailing of the Notice, all shareholders will be able to access the proxy materials on a website referred to, and at the URL address included in, the Notice and in the proxy statement. These proxy materials will be available free of charge.

Whether you expect to attend the annual meeting or not, please vote your shares online or, if you request printed copies of the proxy materials, by mail or telephone. Your prompt response will ensure that your shares are represented at the annual meeting. You can change your vote and revoke your proxy at any time before the polls close at the annual meeting by following the procedures described in the accompanying proxy statement.

Please let us know if you plan to attend the annual meeting.

By order of the Board of Directors,

Heather D. White

Corporate Secretary

March 20, 2024

This proxy statement contains information about the 2024 Annual General Meeting of Shareholders of Genpact Limited, which we refer to in this proxy statement as the “annual meeting” or the “meeting.” The annual meeting will be held on Thursday, May 2, 2024, at 5 Merchant Square, 5th Floor, London, W2 1AY United Kingdom. The annual meeting will commence at 12:00 p.m. local time.

This proxy statement is furnished by the board of directors of Genpact Limited, which is also referred to as “Genpact” or the “Company” in this proxy statement, in connection with the solicitation of proxies for use at the annual meeting and at any postponement or adjournment of the annual meeting. All proxies will be voted in accordance with the instructions they contain. If no instruction is specified on a proxy, it will be voted in accordance with the recommendation of our board of directors. The board of directors recommends that you vote FOR each director nominee included in Proposal No. 1 and FOR Proposal Nos. 2 and 3. A shareholder may revoke any proxy at any time before it is exercised by voting at a later date online or by telephone, by giving our Corporate Secretary written notice to that effect either before or at the annual meeting, by signing and submitting another proxy with a later date, or by attending the annual meeting in person and voting such holder’s shares.

A Notice Regarding the Availability of Proxy Materials with instructions for how to access the proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 via the Internet (or how to request a paper copy) and how to vote online will be mailed to shareholders on or about March 21, 2024. If you request a paper copy of the proxy materials, you may also vote by telephone or by mailing a proxy card in accordance with the process described in the proxy materials.

In this proxy statement we make reference to materials available on our website, www.genpact.com. Our website address is provided for convenience only. We are not including the information on our website, or any information which may be linked through our website, as a part of this proxy statement, nor is it incorporated herein.

 

 

Our 2023 compensation program ensures that our short- and long-term compensation plans incentivize the achievement of our business objectives, are responsive to shareholder feedback and align our executives’ interests with those of our shareholders.

See “Compensation discussion and analysis” on page 29.

The balance in our long-term incentive compensation between RSUs and PSUs incentivizes growth and long-term share price appreciation, rewards continued service and aligns with shareholder interests.

 

Our 2023 PSU metrics focus on execution, revenue growth and profitability over the three-year period from 2023 to 2025:

 

Our 2023 long-term incentive program incorporates significant changes in response to shareholder feedback:

 

See “2023 Shareholder feedback and responsiveness” on page 33.

We believe that good corporate governance is important to ensure that Genpact is managed for the long-term benefit of its shareholders. Our board of directors is responsible for our governance practices and oversight of our strategy, operations and management. Some of the principal responsibilities of the members of our board of directors are to:

The board of directors has corporate governance guidelines to assist it in the exercise of its duties and responsibilities and to serve the best interests of our Company and our shareholders. These guidelines, together with our bye-laws, our committee charters and our code of conduct, provide a governance framework for the board of directors and its committees.

The board of directors reviews our corporate governance guidelines and other corporate governance documents from time to time and revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to changing regulatory and governance requirements. The following sections provide an overview of our corporate governance practices.

You can obtain the current charters for our audit committee, compensation committee and nominating and governance committee, our corporate governance guidelines and our code of conduct at www.genpact.com or we will send you copies upon request in writing to: Genpact LLC, 521 Fifth Avenue, 14th Floor, New York, New York 10175, Attention: Corporate Secretary.

We are committed to governance policies and practices that are designed to serve the best interests of Genpact and our shareholders. Our governance practices and policies include the following, among other things:

Information regarding our sustainability, environmental, social, and human capital management activities is available in our annual “Genpact Sustainability Report” posted on our website. We began issuing Sustainability Reports in 2011. Our Sustainability Reports are aligned to the UN Sustainable Development Goals and make use of three of the leading sustainability reporting frameworks: the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force on Climate-Related Financial Disclosure (TCFD). We have also participated in the Climate Disclosure Project (CDP) and EcoVadis annually since 2016.

We encourage you to learn more about our many sustainability initiatives and our progress towards meeting our goals, including with respect to human capital management, by reviewing our “Genpact Sustainability Report” located on the Corporate Governance section of our website at www.genpact.com/investors. Our website address is provided for convenience only. We are not including the information on our website, or any information which may be linked through our website, such as our Sustainability Report, as a part of this proxy statement, nor is any such information incorporated herein.

Pursuant to the corporate governance listing standards of the New York Stock Exchange (“NYSE”), a director who is employed by us or was employed by us in the past three years cannot be deemed to be an “independent director,” and consequently Mr. Kalra and Mr. Tyagarajan are not independent directors. The board has determined that none of the other director nominees has a material relationship with us for purposes of the NYSE corporate governance listing standards and accordingly each is independent under such NYSE standards.

In considering whether to recommend any particular candidate for inclusion in the board of directors’ slate of recommended director nominees, the nominating and governance committee applies the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate’s integrity, knowledge of our business and industry, experience, diligence, absence of any conflicts of interest and the ability to act in the interests of all shareholders. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the board of directors to fulfill its responsibilities.

While we do not have a formal diversity policy for board membership, the nominating and governance committee is committed to considering diversity in accordance with its charter, and it seeks out candidates with diverse experience and perspectives, including diversity with respect to gender, age, race, ethnicity, geography, and areas of expertise. The nominating and governance committee and the board of directors believe that considering diversity is consistent with the goal of creating a board of directors that best serves the needs of the Company and the interests of its shareholders, and it is one of the many factors that they consider when identifying individuals for board membership. When considering candidates as potential board members, the board of directors and the nominating and governance committee evaluate each candidate’s ability to contribute to the diversity of the board.

The nominating and governance committee and the board of directors also believe that diversity with respect to tenure is important to balance the fresh perspectives brought by newer directors with the deep institutional knowledge and experience of our longer tenured directors. Our director nominees have a median tenure of approximately eight years. Our shortest-serving independent director nominee has served on our board for three years, and our longest-serving director nominee has served on our board for 19 years. Since 2019, we have added five new directors to our board of directors, replacing six directors who completed their impactful tenures on our board.

The table below summarizes some of the experience, qualifications, attributes and skills each of our director nominees brings to the board. This summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board. Additional information on each director nominee is set forth in the biographies included in the section titled “Director profiles” below.

Senior leadership experience: Served in senior leadership roles at a large organization.

Public company board experience: Served/serving on the boards of other public companies.

Finance, accounting and risk management: Significant expertise in corporate finance, financial accounting or enterprise risk management.

Innovation and technology: Experience managing technological change and driving technological innovation within an organization.

Investment expertise: Experience overseeing investment capital decisions, strategic investments and ventures/acquisitions activity.

Select characteristics of our director nominees are set forth below:

 

Shareholders may recommend individuals to the nominating and governance committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, including information regarding the number of shares owned by any potential director candidate, and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of our common shares for at least a year as of the date such recommendation is made, to the Corporate Secretary of the Company, c/o Genpact LLC, 521 Fifth Avenue, 14^th Floor, New York, NY 10175. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and governance committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

The board of directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The board of directors’ primary responsibility is to oversee the management of Genpact and, in so doing, serve the best interests of the Company. Subject to the recommendations of the compensation committee and the nominating and governance committee, respectively, the board of directors selects, evaluates and provides for the succession of executive officers, and the board of directors nominates for election at annual general shareholder meetings individuals to serve as directors of Genpact and elects individuals to fill any vacancies on the board of directors to the extent not filled by shareholders in general meetings. The board of directors reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. Management keeps the directors informed of Company activity through presentations at board of directors and committee meetings.

The board of directors met, in person or telephonically, 15 times in 2023. All of our directors standing for reelection at the 2024 annual meeting attended at least 79%, and an average of 92%, of the total number of meetings of the board of directors and the committees of which such director was a member during the period of time he or she served on such committee in 2023. Our Corporate Governance Guidelines set forth our policy that directors are expected to attend annual general meetings of shareholders. All of our directors attended the 2023 annual meeting.

The board of directors has standing audit, compensation and nominating and governance committees. Each committee has a charter that has been approved by the board of directors. Each committee must review the appropriateness of its charter and perform a self-evaluation at least annually. Mr. Kalra is the only director who is an employee of Genpact, and he does not participate in any meeting, or portions of any meeting, at which his compensation or performance is evaluated. All members of all committees are non-employee directors and the board of directors has determined that all of the members of our three standing committees are independent as defined under the rules of the NYSE, and, in the case of all members of the audit committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The table below sets forth the committees of our board, the composition of each committee and the number of meetings of each committee during 2023.

The tables below set forth the primary responsibilities of each committee of our board. The lists of responsibilities set forth below are not exhaustive. A complete list of each committee’s responsibilities can be found in the charter for each committee, available on our website, www.genpact.com.

The positions of Chair of the board of directors and CEO have historically been separated at Genpact. Keeping these positions separate allows our CEO to focus on our day-to-day business, while allowing the Chair of the board of directors to lead the board in its exercise of business judgment to promote the long-term interests of our shareholders by providing strategic direction and overseeing management. The board of directors believes that keeping these positions separate is the appropriate leadership structure for us at this time.

As set forth in its charter, the nominating and governance committee oversees the board, committee and individual director evaluation process. Each year, the nominating and governance committee determines the appropriate form of evaluation and considers the design of the process to ensure it is both meaningful and effective.

From time to time, the board of directors engages an independent third party with experience in board evaluations and organizational effectiveness to lead the board evaluation. The last time the board engaged a third party to lead the board evaluation process was in 2019. In 2023, the board led its own self-evaluation process, which included written evaluations of the board as a whole, each committee of the board and individual directors and was led by the Chair of the nominating and governance committee. Our board’s evaluation process engages our directors on a wide range of topics, including board and committee structure, board dynamics and operations, and board, committee and individual director effectiveness and performance. Following the conclusion of the 2023 evaluation process, the board reviewed and discussed the evaluation results.

The results of the 2023 evaluation process support the board’s belief that the board and its committees are operating effectively.

Our management is responsible for risk management on a day-to-day basis, and our board oversees the risk management activities of management, which include our enterprise risk management program and the risks highlighted through our annual risk assessment process. The board’s risk oversight responsibilities are fulfilled both by the board directly, as well as by its committees, each of which assists the Board in overseeing a part of the Company’s overall risk management agenda. As more fully described below, the audit committee assists the board in fulfilling its oversight responsibilities with respect to risk management in the areas of data privacy, financial reporting, cybersecurity, internal controls and compliance with legal and regulatory requirements, and, in accordance with NYSE requirements, discusses policies with respect to risk assessment and risk management. The compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and succession planning for our executive officers. The nominating and governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors, the Company’s ESG activities and corporate governance. For additional information on risks that affect our business, please see our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other filings we make with the SEC.

As part of our board’s strategic and risk oversight, the board oversees our ESG strategies, including our sustainability priorities and related risks. Throughout the year, the board receives periodic reports from management and the board’s committees on our ESG initiatives, overall sustainability strategy and the ESG reporting frameworks we use to track our progress. In 2022, our board delegated ESG oversight responsibility to the nominating and governance committee. Accordingly, the nominating and governance committee oversees our overall ESG performance, disclosure, strategies, goals and objectives and monitors ESG risks and opportunities on behalf of the board. The board will also continue to monitor and receive periodic reports from the nominating and governance committee and management on these and other ESG matters, including with respect to human capital matters such as diversity and inclusion and related risks.

As part of the board’s role in overseeing the Company’s enterprise risk management program, the board and the audit committee devote substantial time to monitoring cybersecurity and data privacy related risks. Our audit committee charter sets out the committee’s role in overseeing information technology risk exposures, including cybersecurity, data privacy and data security, and

the audit committee receives quarterly reports on cybersecurity and data privacy matters and related risk exposures from management, including our Global Operating Officer, Chief Legal Officer and Chief Information Security Officer. The audit committee regularly updates the board on such matters and the board also periodically receives reports from management directly. For more information about the Company’s cybersecurity program, see Item 1C “Cybersecurity” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC.

The board of directors will give appropriate attention to written communications that are submitted by shareholders and other interested parties, and will respond if and as appropriate. The nominating and governance committee, with the assistance of the Company’s Chief Legal Officer, is primarily responsible for monitoring communications from shareholders and other interested parties and for providing copies or summaries to the other directors as its members consider appropriate. Our non-executive Chair, Mr. Madden, serves as the presiding director at all executive sessions of our non-management directors.

Communications will be forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the nominating and governance committee considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which the Company may receive repetitive or duplicative communications.

Shareholders and interested parties who wish to send communications on any topic to the board of directors should address such communications to:

Board of Directors

Genpact Limited

c/o Genpact LLC

521 Fifth Avenue, 14th Floor

New York, New York 10175

Attention: Corporate Secretary

Our board of directors has adopted a code of conduct applicable to our directors, officers and employees in accordance with applicable rules and regulations of the SEC and the NYSE. The code is posted on our website at www.genpact.com under the heading “Investors—Corporate Governance—Highlights.” We will also provide a copy of the code to shareholders upon request. We disclose any material amendments to our code of conduct, as well as any waivers for executive officers or directors, on our website.

Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which Genpact Limited is a participant, the amount involved exceeds $120,000, and one of our officers, directors, director nominees or 5% shareholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our Chief Legal Officer. The policy calls for the proposed related person transaction to be reviewed prior to entry into the transaction and, if deemed appropriate, approved by the board’s audit committee. If our Chief Legal Officer becomes aware of a related person transaction that has not been reviewed by the audit committee, then the audit committee must review the transaction and, in its discretion, may ratify it. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. The audit committee will review and consider such information regarding the related person transaction as it deems appropriate under the circumstances.

The audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the interests of the Company and its shareholders. The audit committee may impose any conditions on the related person transaction that it deems appropriate.

In addition to the transactions that are excluded by applicable SEC rules, the board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

We did not have any related person transactions with any of our executive officers or directors in 2023.

The following table contains information regarding the beneficial ownership of our common shares as of March 8, 2024 by:

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Common shares that an individual has a right to acquire within 60 days of March 8, 2024 are deemed to be outstanding and beneficially owned by the person holding such rights. Such shares, however, are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 180,333,144 common shares of Genpact Limited outstanding on March 8, 2024.

Our board of directors currently consists of eleven members. The nominating and governance committee of the board of directors has recommended to the board of directors, and the board of directors has nominated, the ten persons whose biographies appear below for election as directors with terms expiring at the 2025 annual meeting. Unless a contrary direction is indicated, it is intended that proxies received will be voted for the election as directors of the ten nominees, each to serve for a one-year term until their successors are elected or the incumbent resigns. Each of the nominees has consented to being named in this proxy statement and to serve as a director if elected. In the event any nominee for director declines or is unable to serve, there will be a vacancy created on the board of directors, which the board of directors may fill on the recommendation of the nominating and governance committee. Our current director and audit committee member, Stacey Cartwright, will not stand for re-election at the annual meeting, at which time the size of our board of directors will be reduced from eleven to ten members.

Set forth below is certain biographical information as of the date of this proxy statement about each nominee for election to our board of directors, including information each nominee has given us about his or her age, principal occupation and business experience for at least the past five years, and the names of other publicly held companies of which he or she has served as a director. The information presented reflects the specific experience, qualifications, attributes and skills that led the board to conclude that each of these individuals is well-suited to serve on our board. Information about the number of common shares beneficially owned by each current director appears above under the heading “Security ownership of certain beneficial owners and management.”

Director profiles

There are no family relationships among any of the directors and executive officers of Genpact. No arrangements or understandings exist between any director or any person nominated for election as a director and any other person pursuant to which such person is to be selected as a director or nominee for election as a director.

The compensation committee, which is comprised solely of independent directors, reviews and approves the compensation arrangements for our directors. The committee reviews director compensation at least every other year.

Our 2023 director compensation structure was unchanged from 2022 and reflects changes approved by the compensation committee in late 2021 based on the results of an independent analysis on director compensation prepared by FW Cook, an independent, external compensation consulting firm. As part of this analysis, FW Cook reviewed non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the compensation committee in connection with its review of CEO compensation. Our compensation committee believes that our director compensation structure, which emphasizes equity over cash, aligns our directors with our shareholders’ interests by rewarding directors for long-term shareholder value creation, and it also mirrors the emphasis in our executive compensation program on weighting equity more heavily than cash in setting total compensation targets.

Under our 2023 director compensation program, our non-employee directors received an annual retainer with a total value of $270,000, divided between cash and equity — in the form of an RSU grant — as depicted below.

 

In addition to an annual cash retainer and RSU grant, our non-employee directors receive the additional compensation described below, as applicable. All cash retainers are paid in quarterly installments based on each director’s service on the board or a committee during such quarter.

Our non-employee director compensation program is subject to the following governance features:

The following table sets forth the compensation of our non-employee directors for the fiscal year ended December 31, 2023.

The following table sets forth, with respect to each non-employee director, (i) the grant date of the RSU award granted during the 2023 fiscal year, (ii) the aggregate number of the Company’s common shares subject to each such award, and (iii) the grant-date fair value of each such award, calculated in accordance with ASC Topic 718.

There were no common shares subject to unvested RSUs or options held by our non-employee directors as of December 31, 2023.

The compensation committee of the board of directors oversees our executive officer compensation program. In this role, the compensation committee reviews and approves all compensation decisions relating to our named executive officers. This Compensation discussion and analysis section discusses the compensation policies and programs for our Chief Executive Officer (referred to as our CEO), our Chief Financial Officer (referred to as our CFO) and our three most highly paid executive officers as determined under the rules of the SEC. Such individuals are referred to as our named executive officers.

Our named executive officers (also referred to as our “NEOs”) for 2023 are:

In 2023, we continued to drive lasting competitive advantage for our clients, running digitally enabled operations and applying our Data-Tech-AI services to design, build, and transform their businesses.

Select 2023 financial results are set out below.

 

Throughout 2023, we – like most companies in our industry – faced a number of challenges to our growth plans, with increased macroeconomic uncertainty and geopolitical tensions affecting the markets in which we and our clients operate. Despite these challenges, our 2023 financial results reflect strong performance in several areas, including in our significant bookings growth and adjusted operating income performance, but slower growth in our top-line results, which negatively impacted our performance against the challenging goals we set for ourselves in our 2023 compensation plans.

The primary objectives of our compensation program for our executives, including our named executive officers, are to attract, motivate and retain highly talented individuals. Our compensation program is designed to incentivize and reward the achievement of our annual, long-term and strategic goals, such as growing revenues and improving profitability. It is also designed to align the interests of our executives, including our named executive officers, with those of our shareholders by rewarding performance that exceeds our target goals, with the ultimate objective of increasing shareholder value.

Our compensation committee is responsible for overseeing the goals and objectives of our executive compensation plans and programs. The compensation committee bases our executive compensation programs on the same objectives that guide us in administering the compensation programs for all of our employees globally:

Our compensation committee considers risk when developing our compensation program and believes that the design of our current compensation program does not encourage excessive or inappropriate risk taking. For example, we believe that our annual cash bonus plan, which is based on a number of different performance measures together with a meaningful cap on the potential payout, deters executives from focusing exclusively on the specific financial metrics that might encourage excessive short-term risk taking. For 2023, our named executive officers were also granted performance share unit (“PSU”) awards tied to the attainment of multiple performance goals over a three-year period (with a maximum payout of 240% of target) and restricted share unit (“RSU”) awards that vest ratably in equal one-third installments over a three-year period. We believe that these awards do not encourage unnecessary or excessive risk taking since the ultimate value of the awards is tied to the Company’s share price. Additionally, these awards are subject to long-term vesting schedules, which help ensure that executives have significant value tied to long-term share price performance. See the sections titled “2023 Restricted share unit awards” and “2023 Performance share unit awards” for additional information.

In addition, we have implemented several policies that mitigate excessive risk-taking, including a clawback of compensation in the event of certain accounting restatements, share ownership guidelines and a prohibition on hedging or pledging our shares.

The core objective of our executive officer compensation program is to align pay and performance. We believe that as an employee’s level of responsibility increases, so should the proportion of total compensation opportunity that is structured in the form of long-term incentive opportunities. The compensation of our named executive officers for 2023 reflects both our 2023 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 program and (B) long-term incentive compensation in the form of equity awards, which have historically been granted as annual PSU awards along with periodic option awards. For our 2023 compensation program, after considering shareholder feedback and advice received from FW Cook, an independent compensation consulting firm, our compensation committee decided to discontinue periodic option awards and instead introduce annual RSU grants into our annual long-term incentive compensation program. The compensation committee also redesigned our annual PSU grants to switch from a one-year to a three-year performance period, add a relative total shareholder return (“TSR”) modifier that adjusts the outcome at the end of the performance period based on our performance against the companies in the S&P 400 (Midcap) Index, and make the awards subject to an absolute TSR governor to limit any positive impact of the TSR modifier if our overall TSR is negative over the performance period. The compensation committee believes that these changes strongly align our NEOs’ interests with those of our shareholders and create an appropriate balance between performance- and time-based awards, discourage excessive risk taking and support retention.

The charts below reflect the target mix of compensation components for our NEOs during fiscal year 2023, which reflects our pay-for-performance philosophy. In 2023, approximately 78% of our CEO’s total target compensation of $10,200,000 was in the form of long-term incentive compensation and approximately 63% (on average) of the total target compensation of our other named executive officers was in the form of long-term incentive compensation. In the charts below, performance-based compensation includes short-term incentives in the form of our annual cash bonus plan and long-term incentives in the form of PSU awards.

We welcome and value the views and insights of our shareholders. We have ongoing communications with our shareholders in the normal course of business and evaluate all shareholder feedback. Leading up to and following our 2023 annual meeting, at which 93% of the shares voted on our say-on-pay proposal were voted in favor of our 2022 executive compensation practices, we conducted extensive shareholder outreach to better understand our shareholders’ perspectives on our compensation practices and to solicit their feedback. In the second quarter of 2023, we contacted shareholders owning more than 70% of our outstanding shares, including our top 20 shareholders, and we had discussions with shareholders representing approximately 30% of our total shares then outstanding. The remaining shareholders from whom we solicited feedback in 2023 either declined to meet or did not respond to our inquiries.

The meetings with these shareholders were typically attended by our Chief Legal Officer, our Head of Investor Relations and our Head of ESG. This effort 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.

2023 Shareholder feedback and responsiveness

Based on shareholder feedback, our compensation committee evaluated several potential changes to our compensation practices and implemented a number of changes in our 2023 compensation program. The table below highlights certain compensation practices that were evaluated and the compensation committee’s responses to the shareholder feedback, including actions that were taken as a result, where applicable.

Our compensation committee is responsible for reviewing the performance and potential of each of our executive officers, including our named executive officers, approving the compensation level of each of our executive officers, establishing criteria for granting equity awards to our executive officers and other employees, and approving such grants.

The compensation committee typically reviews each component of compensation every 12 months with the goal of allocating compensation between cash and non-cash compensation and between short- and long-term compensation, and combining the compensation elements for each executive in a manner we believe best fulfills the objectives of our compensation program.

The compensation committee has not adopted a policy for the allocation of compensation between cash and non-cash components or between short-term and long-term components, nor has the compensation committee adopted a pre-established ratio between the CEO’s compensation and that of the other named executive officers. Rather, the compensation committee, which includes experienced directors who have served as members of the boards and compensation committees of other public companies, works closely with our CEO, discussing with him the Company’s overall performance, the CEO’s own performance and his evaluation of and compensation recommendations for the other named executive officers. See the section titled “2023 target pay mix and pay positioning” below for further details.

The compensation committee then utilizes its judgment and experience in making all compensation determinations. The 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 independent compensation consultants.

Base salaries and target annual bonuses for 2023 were reviewed at the end of 2022 and adjustments were approved by the compensation committee for our named executive officers in early 2023. Base salary and target bonus increases for 2023 were made effective January 1, 2023.

The performance goals for our 2023 annual bonus plan and the 2023 performance share unit awards were approved by the compensation committee in early 2023 based on expected financial performance for the full year 2023 and 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 diluted earnings per share growth. The compensation committee determined at that time that the targets under our 2023 incentive compensation plans were challenging to achieve but attainable without taking excessive risk, and the targets were consistent with the financial outlook we disclosed at the beginning of 2023.

In late 2022, the CEO provided the compensation committee recommendations on adjustments to the base salaries and target bonuses of the other named executive officers for 2023 as well as grants of long-term incentive awards. After the end of the 2023 fiscal 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 2023 bonus scorecards of the other named executive officers. The compensation committee took into consideration the CEO’s recommendations but made the final decisions on compensation as it deemed appropriate. The compensation committee, without the CEO present, determined the CEO’s 2023 compensation.

The compensation committee has the authority to retain and terminate an independent third-party compensation consultant and to obtain independent advice and assistance from internal and external legal, accounting and other advisors. The compensation committee has periodically engaged an independent compensation consultant that meets with the committee and advises on compensation trends and best practices, plan design, and the competitiveness of CEO compensation.

With respect to the CEO, the compensation committee reviews a market study of CEO compensation at least once every two years. In late 2022, the compensation committee reviewed materials prepared by FW Cook, an independent compensation consulting firm, setting forth FW Cook’s evaluation and recommendations regarding CEO compensation for 2023 using 2022 proxy data (the “CEO Compensation Report”). FW Cook’s analysis in the CEO Compensation Report was based on two peer groups: (1) the peer group used by Institutional Shareholder Services (“ISS”) in its 2022 proxy analysis and benchmark policy voting recommendation report for the Company and (2) a customized peer group combining both Company competitors and certain of the ISS peer group companies. As of December 31, 2022, our revenues ranked at the 60th percentile and our market capitalization near the median compared to the companies in the first peer group, and our revenues ranked near the median and our market capitalization near the 45th percentile compared to the companies in the second peer group.

In connection with establishing the 2023 compensation 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 2022 showing peer group compensation levels and practices for the peer group set forth below.

We do not believe many companies compete directly with us across our select industry verticals and service offerings. In developing a peer group for our named executive officers other than the CEO, Aon included companies with whom we compete for business and/or talent and companies in the broader technology industry and for which sufficient disclosure was available in

publicly available proxy statements at the time of the review. In cases where the peer company data on comparable management positions was inadequate or insufficient, Aon also provided target compensation data from its published surveys for positions comparable to those of our executive officers (in terms of scope of responsibility).

At the end of 2022, the compensation committee used the market data included in those materials to establish each element of the 2023 compensation for our named executive officers other than the CEO. In comparing our named executive officer compensation with that of the peer and survey group used by Aon, the compensation committee accounted for differences in revenue size and market capitalization between us and the companies in those groups by comparing the compensation of our named executive officers with the compensation paid by the peer and survey group companies to individuals with a similar scope of responsibility but not necessarily the same title. In addition, the compensation committee reviewed data presented by management for additional peers as appropriate by position. While the compensation committee relies on the peer and survey group analysis to provide market data and relevant trend information, it does not consider the analysis as a substitute for its collective business judgment.

The compensation committee annually reviews the total direct compensation and pay mix for the CEO and each other named executive officer. In determining total compensation opportunities and the pay mix for our executives, the compensation committee considers many factors, including (i) our pay for performance compensation philosophy; (ii) competitive market data to provide a frame of reference for how our peer group companies set compensation opportunities; (iii) the nature and scope of the executive’s role at the Company; (iv) the individual’s performance, contributions to the Company and impact to shareholder value; and (v) the retention value of the compensation.

While we do not have any pre-established allocation of the target pay mix, the compensation committee’s overall intent is to emphasize the variable, performance-based components of pay and, accordingly, we allocate a significant percentage of targeted total compensation in the form of PSUs and our annual performance-based bonus plan, payouts under both of which fluctuate with Company performance. Our long-term incentives for 2023 were in the form of PSUs and RSUs.

Our CEO’s compensation is aligned with our performance and our shareholders’ interests. As indicated in the chart on page 32, 91% of our CEO’s target total direct compensation for 2023 was 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. Only 9% of our CEO’s 2023 target compensation was in the form of fixed pay. Based on the peer benchmarking information included in the CEO Compensation Report – which showed that for 2022 our CEO’s base salary was close to the 25^th percentile and his target bonus was in the range of median compared to both peer groups – the compensation committee made the following decisions regarding the CEO’s target compensation for 2023:

Accordingly, our CEO’s total target direct compensation for 2023 was set at $10,200,000, an increase of approximately 9% compared to $9,374,000 for 2022. This total target direct compensation positions Mr. Tyagarajan’s 2023 compensation slightly below median relative to both peer groups used in the CEO Compensation Report.

For our other named executive officers, we continued to maintain a compensation structure with a significant portion of total compensation at risk based on Company and share price performance. As indicated in the chart on page 32, approximately 64% (on average) of the 2023 total target direct compensation for our other named executive officers was performance-based.

In 2023, in accordance with our overall compensation philosophy, we targeted our other named executive officers’ base salaries and total annual cash compensation (base plus target bonus) in the range of median compared to the peer and survey groups used by the compensation committee in setting 2023 compensation. The annual cash compensation targets for certain named executive officers were higher than that range based on their experience, role and performance.

Each year, our compensation committee considers the outcome of our annual shareholder advisory vote on executive compensation when making decisions relating to the compensation of our named executive officers and our executive compensation programs and policies. At our 2023 annual meeting of shareholders, approximately 93% of the votes cast were in favor of the compensation of our named executive officers.

Based on the results of the “say-on-frequency” vote held at our 2023 annual meeting, at which approximately 98.5% of the votes submitted by our shareholders were in favor of holding an annual shareholder advisory “say-on-pay” vote, our board of directors has decided that shareholder advisory “say-on-pay” votes will occur annually. Our next “say-on-frequency” vote will be held at our 2029 annual meeting.

We regularly evaluate how to best compensate our executive officers, based upon market data and the extensive experience of our compensation committee with performance and retention practices. For fiscal 2023, our executive compensation program had three primary components, in addition to certain benefits and perquisites: