Exlservice (EXLS) Proxy Filing summary

Executive summary

• Achieved 12.7% revenue growth in 2024, reaching $1.84B, with adjusted EPS up 15.4% to $1.65 and net income up 7.4% to $198.3M compared to 2023.

• Outperformed peer group in total shareholder return (TSR) over 1, 3, and 5 years, with 2024 TSR at 43.9%.

• Implemented operational changes in 2025 to accelerate data and AI strategy, including new operating model and segment realignment.

• Added approximately 5,500 employees in 2024 and repurchased $196.5M in shares.

• Recognized for sustainability, responsibility, and as a top employer by multiple industry publications.

Voting matters and shareholder proposals

• Election of seven directors for one-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

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

• Approval of the 2025 Omnibus Incentive Plan, reserving 6.8M shares for equity awards.

• Stockholder proposals and director nominations for 2026 Annual Meeting outlined.

Board of directors and corporate governance

• Board consists of seven nominees (six independent, one CEO/Chairman), with diverse skills in finance, AI, sustainability, and global business.

• Lead Director role established for independent oversight; board and committee evaluations conducted annually, with third-party assessments every three years.

• Board committees: Audit, Compensation and Talent Management, Nominating and Governance, all composed of independent directors.

• Active board refreshment and succession planning, with average independent director tenure of 4.4 years.

• Robust stock ownership guidelines for directors and executives.