Kristy Pipes
ExlService HoldingsAbout Kristy Pipes
Independent director of ExlService Holdings (EXLS) since January 2021; former Managing Director and CFO of Deloitte Consulting. Age 65, with BA in Business Economics and MBA from UCLA Anderson; designated an “audit committee financial expert.” Current tenure at EXLS: 4+ years; chairs the Audit Committee and serves on Compensation and Talent Management Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Consulting LLP | Managing Director & CFO; various leadership roles | 1999–2019 | Led finance across U.S., India, Germany, Mexico; Management Committee, Consulting Operations Committee |
| Transamerica Life Companies | Vice President & Manager, Finance Division | 1996–1999 | Finance leadership |
| First Interstate Bank of California | Senior Vice President & Chief of Staff to the CEO (among other senior roles) | Prior to 1996 | Senior management; operations and finance support |
External Roles
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| Public Storage (NYSE: PSA) | Lead Independent Trustee; Audit Committee Chair; Nominating, Governance & Sustainability (NGS) Committee | 2020 | Audit Chair; Lead Independent Trustee; age 65; PSA audit committee met 7x in 2024 |
| AECOM (NYSE: ACM) | Director; Audit Committee (Chair) | 2022 | Audit Committee leadership |
| Savers Value Village (NYSE: SVV) | Director | 2021 | Board role; governance experience |
| PS Business Parks (former NYSE: PSB) | Former Director | 2019–2022 | Board service prior to acquisition |
Board Governance
- Roles at EXLS: Audit Committee Chair; member, Compensation and Talent Management Committee; designated audit committee financial expert .
- Independence: Board determined all directors other than CEO are independent under Nasdaq and federal securities law .
- Committee activity: Audit Committee held 8 meetings in 2024; Compensation and Talent Management Committee 4; Nominating & Governance 4 .
- Risk oversight: Audit oversees financial reporting, auditor independence, internal audit, cybersecurity, sustainability disclosures; Nominating & Governance oversees governance, conflicts and sustainability; Compensation oversees HCM and compensation risk .
- Executive sessions: Independent directors meet at least quarterly without management .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $102,500 | Includes any chair or committee fees embedded in retainer structure; no per-meeting fees |
| Equity (time-based RSUs grant-date fair value) | $215,000 | Director equity granted in RSUs; generally vests by first anniversary; settles after service ends or earlier under specified conditions |
| Total FY2024 director comp | $317,500 | Sum of cash + equity |
| FY2025 program (policy) | $100,000 cash + $230,000 equity | Updated director program effective 2025 |
Policy features:
- No meeting fees; quarterly cash payments; RSUs vest on earliest of 1-year anniversary, end of term if not re-elected, or change-in-control; settlement typically 180 days post-service unless alternative election .
- Director stock ownership guideline: 5× annual cash retainer; all applicable directors in compliance as of Dec 16, 2024 .
Performance Compensation
- EXLS non-employee director equity is time-vested RSUs; no performance metrics or PSUs disclosed for directors. Director compensation is not tied to revenue/TSR targets (performance metrics apply to NEOs, not directors) .
Other Directorships & Interlocks
| Relationship Type | Detail | Governance Note |
|---|---|---|
| Cross-board audit leadership | Audit Chair at Public Storage; Audit Chair at AECOM; Audit Chair at EXLS | Deep financial oversight across multiple issuers; potential workload considerations for audit-heavy overboarding |
| Shared industry exposure | Public companies across real estate storage and infrastructure consulting; EXLS is data/AI services | No EXLS-disclosed related-party transactions involving Pipes; board confirmed independence |
Expertise & Qualifications
- Financial/accounting expert; audit committee financial expert designation .
- Senior CFO experience managing global finance operations at Deloitte Consulting .
- Governance depth across multiple boards, including audit chair roles and lead independent trustee role .
- Education: BA Business Economics (UCLA), MBA (UCLA Anderson) .
Equity Ownership
| Metric (as of Mar 31, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Beneficially owned EXLS shares | 0 | No common shares beneficially owned under SEC rules |
| Vested but unsettled RSUs | 23,450 | Settles per director plan; counts towards ownership policy |
| Unvested RSUs outstanding at 12/31/24 | 7,060 | Outstanding director equity awards |
| Ownership guideline | 5× cash retainer; in compliance (all directors) | Company-wide compliance as of Dec 16, 2024 |
Pledging/hedging:
- Anti-hedging policy prohibits directors from hedging Company securities; pledging only permitted for shares above guideline .
- Stock ownership policy enforces retention until compliance; settlement rules and alternate delivery elections available .
Insider Trades (EXLS)
| Filing Date | Form | Summary | Source |
|---|---|---|---|
| 2025-06-20 | Form 4 | Statement of changes in beneficial ownership (Pipes Kristy) | (PDF: ) |
Governance Assessment
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Strengths:
- Audit Chair with “financial expert” status; robust oversight of financial reporting, cybersecurity, sustainability controls—supports investor confidence in risk governance .
- Clear independence; no EXLS-disclosed related-party ties involving Pipes; Board independence affirmed .
- Alignment mechanisms: meaningful RSU holdings; strict anti-hedging/limited pledging; director ownership guidelines; broad adherence reported .
- Shareholder signals: strong say-on-pay support (≈98% approval) indicates positive sentiment toward compensation governance framework (company-wide context) .
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Watch items / potential red flags:
- Multi-board commitments including multiple audit chair roles (EXLS, Public Storage, AECOM) can raise overboarding/workload considerations; monitor time allocation and committee attendance disclosures when available .
- No EXLS proxy disclosure of individual attendance rates; ensure future proxies confirm full participation; Audit met 8 times in 2024 .
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Overall implication: Pipes brings heavyweight finance and audit leadership, cross-industry governance depth, and strong alignment policies. Independence and risk oversight credentials are positive; continue monitoring workload across audit chair assignments and any future related-party disclosures at EXLS .
Committee roster and meetings: Audit (Chair: Pipes; 8 meetings), Compensation & Talent Management (member; 4 meetings), Nominating & Governance (not listed as member; 4 meetings) .