Ajay Ayyappan
ExlService HoldingsAbout Ajay Ayyappan
Ajay Ayyappan is Executive Vice President, General Counsel and Corporate Secretary of ExlService Holdings, Inc. (EXLS), a role he has held since February 2023; he previously served as SVP, GC & Corporate Secretary (Dec 2018–Feb 2023), VP Acting GC & Corporate Secretary (Aug 2018–Dec 2018), VP Deputy GC & Assistant Secretary (Apr 2014–Aug 2018) and VP & Assistant GC (Mar 2007–Mar 2014); before EXL he was a corporate associate at Morgan, Lewis & Bockius LLP . He is age 47 and co-leads EXL’s centralized, cross-functional AI Governance Committee with the CIO, which oversees AI use and policy, and supports board oversight through briefings to the Board and Audit Committee . Company pay-for-performance context: in 2023, EXL revenue grew 15.5% to $1.63B, net income rose 29.1% to $184.6M, diluted EPS increased 29.4%, and 1/3/5-year TSRs were -9.0%/81.2%/193.1%; shareholders approved say‑on‑pay for 2023 NEO compensation with ~98% support at the 2024 AGM . For 2024 incentives, the program used company revenue and adjusted operating profit margin (AOPM) (75% weighting) plus individual metrics (25%); EXL achieved 99.4% of revenue target and 99.2% of AOPM target, driving NEO payouts from 84%–117% of target .
Past Roles
| Organization | Role | Years | Strategic impact / Notes |
|---|---|---|---|
| EXLS | EVP, General Counsel & Corporate Secretary | Feb 2023–present | Executive officer; corporate secretary; co-leads AI Governance Committee with CIO . |
| EXLS | SVP, General Counsel & Corporate Secretary | Dec 2018–Feb 2023 | Legal leadership and board/secretary responsibilities . |
| EXLS | VP, Acting General Counsel & Corporate Secretary | Aug 2018–Dec 2018 | Acting GC and secretary role . |
| EXLS | VP, Deputy General Counsel & Assistant Secretary | Apr 2014–Aug 2018 | Deputy GC; assistant secretary . |
| EXLS | VP & Assistant General Counsel | Mar 2007–Mar 2014 | Joined EXL; progressive legal leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Morgan, Lewis & Bockius LLP | Corporate Associate | Before Mar 2007 | Prior to joining EXL in March 2007 . |
Fixed Compensation
| Item | 2024/2025 Disclosure |
|---|---|
| Base salary | Not separately disclosed for Mr. Ayyappan in the proxy because he was not a named executive officer (NEO) in 2024; NEOs listed were Kapoor, Nicolelli, Bhalla, Jetley, Chhibbar . |
| Target bonus % | Not separately disclosed for Mr. Ayyappan; NEO target bonus opportunities shown for CEO (150%) and other NEOs (75%) for policy context . |
Performance Compensation
Annual incentive (design and 2024 outcomes)
| Metric | Weighting | Target | Actual (2024) | Payout result | Vesting/Payment |
|---|---|---|---|---|---|
| Company Revenue | 75% (company metrics combined) | Company-set annual target | 99.4% of target | Contributed to NEO payouts ranging 84%–117% of target | Annual cash incentive; paid per program rules . |
| Adjusted Operating Profit Margin (AOPM) | 75% (company metrics combined) | Company-set annual target | 99.2% of target | Contributed to NEO payouts ranging 84%–117% of target | Annual cash incentive; paid per program rules . |
| Individual performance metrics | 25% | Executive-specific goals | Not disclosed by individual | Folded into final payout | Annual cash incentive . |
Notes:
- Program design applies to NEOs; the proxy does not disclose Mr. Ayyappan’s individual bonus metrics or payout as he was not a 2024 NEO .
Long-term equity incentives
| Instrument | Performance Metric(s) | Vesting schedule | 2024/Program details |
|---|---|---|---|
| Time-vested RSUs | N/A | Generally over four years; subject to specific award terms | Part of 2024 LTI mix for NEOs . |
| Performance-based RSUs (PSUs) | Relative TSR and Revenue | Over performance period; typically settled after 3-year cycle | 2022 PSU grants (for NEOs) paid at 200% of target: 112.5% of revenue target and TSR at 92nd percentile of peer group . |
Change-in-control and termination treatment (program-level excerpts):
- Options/RSUs: references to a four-year vesting period; acceleration mechanics for awards that would vest within 12 months post‑CIC; full acceleration on termination without cause/for good reason in connection with CIC; and special death/retirement provisions, all per plan/NEO summaries .
- Awards do not automatically vest solely upon a CIC unless provided in the award or employment agreement; the committee may accelerate vesting at CIC .
Equity Ownership & Alignment
| Topic | Details |
|---|---|
| Beneficial ownership (individual) | The 2025 proxy lists directors and NEOs individually; Mr. Ayyappan is not listed individually as he was not a 2024 NEO or a director . |
| Beneficial ownership (group) | All current directors and executive officers as a group (16 people): 6,583,751 shares (4.04%) and 220,090 vested but unsettled RSUs, as of Mar 31, 2025; total shares outstanding 162,683,343 . |
| Ownership guidelines | CEO: 6x base salary (counting common stock, vested RSUs, and unvested time-based RSUs); other executive committee members: 2x base salary (counting common stock and vested RSUs) . |
| Compliance status | All covered executives and directors were in compliance with ownership guidelines as of Dec 16, 2024 . |
| Hedging and pledging | Hedging prohibited for directors, executive officers, and other designated insiders; pledging permitted only for shares exceeding ownership guideline requirements . |
| Clawback | Updated in 2023 to comply with Nasdaq Dodd-Frank rules; mandatory recoupment for accounting restatements and discretionary recoupment for misconduct; covers time-based and performance-based awards . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start at EXL | Joined EXL March 2007; progressively promoted (see Past Roles) . |
| Current role start | EVP, General Counsel & Corporate Secretary since February 2023 . |
| Employment agreement terms (Ajay) | Not separately disclosed in the proxy; Mr. Ayyappan was not a 2024 NEO and his specific contract terms are not itemized . |
| NEO severance (policy context) | Non-CEO NEOs: cash severance equal to 12 months of base salary if terminated without cause or for good reason; subject to release, with confidentiality; NEOs are subject to one-year non-compete and non-solicit post-termination . |
| CIC protection (policy context) | Company provides CIC severance protection for some executive officers, including NEOs, to support retention and alignment during potential transactions . |
| Board/Audit communications | Stockholder complaints on accounting/audit are reviewed under Audit Committee direction and oversight by the General Counsel (Ajay), Head of Internal Audit, or others as determined . |
| Corporate secretary/signatory | Mr. Ayyappan frequently signs EXL’s 8‑Ks and acts as Corporate Secretary (e.g., 10/20/2025; 2/25/2025; 10/29/2024; 3/18/2025) . |
Performance & Track Record
| Indicator | Evidence |
|---|---|
| Financial outcomes during recent period | 2023 revenue +15.5% to $1.63B; net income +29.1% to $184.6M; diluted EPS up 29.4% . |
| Shareholder alignment | 2024 say‑on‑pay approval for 2023 NEO compensation ~98% . |
| 2025 AGM voting (context) | 2025 say‑on‑pay vote totals: For 137,444,862; Against 5,699,303; Abstain 758,602; broker non‑votes 6,745,298 . |
| Program rigor (PSU results) | 2022 PSUs (revenue/TSR) vested at 200% of target based on 112.5% revenue target achievement and 92nd percentile relative TSR . |
| AI governance leadership | General Counsel (Ajay) co‑leads centralized AI Governance Committee; Board/Audit briefed on AI risks/opportunities . |
Governance & Plan Framework (select items)
| Topic | Key Terms |
|---|---|
| 2025 Omnibus Incentive Plan | Share reserve: 6,800,000 shares; broad award types (options, SARs, RSUs—time- and performance‑vested, phantom stock, stock bonus, cash bonus); includes change-in-control definition and mechanics; permits share recycling and delegate grants with oversight . |
| CIC definition (plan excerpt) | Includes acquisition of >50% beneficial ownership, board turnover, dissolution/liquidation, or sale of substantially all assets, subject to exceptions; detailed in plan . |
| Timing of equity awards | Annual LTI grants generally in February (no regular option grants in 2024; program is RSUs + PSUs) . |
Director/Board Items (for context; Ajay is not a director)
- 2025 non‑employee director compensation updated to $100,000 cash retainer and $230,000 in time‑based RSUs; ownership guideline of 5x cash retainer; all applicable directors in compliance as of Dec 16, 2024 .
- Beneficial ownership of major holders: BlackRock 14.33%, Vanguard 10.46%, FMR 5.76% .
Investment Implications
- Alignment: Strong governance features—robust clawback (restatement and misconduct), anti‑hedging, restricted pledging, and stock ownership guidelines—help align executives (including the General Counsel) with shareholders; all covered executives were guideline‑compliant as of the Dec 16, 2024 measurement date .
- Performance linkage: The incentive framework relies on revenue and AOPM for annual bonuses and relative TSR/revenue for PSUs; the 2022 PSU payout at 200% indicates high performance hurdles with strong outcomes, which can amplify insider wealth sensitivity to share price and operating performance .
- Retention risk: While NEO severance/CIC protections and award acceleration policies support retention through uncertainty, Mr. Ayyappan’s individual severance and CIC terms are not disclosed (he was not a 2024 NEO), limiting visibility into his personal retention economics and potential insider selling pressure tied to vesting schedules .
- Trading signals: Frequent Corporate Secretary signatory roles and governance oversight (AI Governance Committee co‑lead) underscore centralized control and disclosure quality; no hedging and limited pledging reduce misalignment risks that can accompany insider financing arrangements .
Disclosure gaps: The proxy does not provide Mr. Ayyappan’s individual base salary, target bonus, personal equity grant sizes, vesting schedules by grant, or individual beneficial ownership; where data are program-level (NEOs/executive committee), we present the framework and outcomes without inferring Mr. Ayyappan’s specific compensation or holdings .