Maurizio Nicolelli
ExlService HoldingsAbout Maurizio Nicolelli
Maurizio Nicolelli is Executive Vice President and Chief Financial Officer of ExlService Holdings (EXLS), serving since February 2020; he is 56 years old . EXL delivered strong performance in 2024: revenue grew 12.7% to $1.838B, diluted EPS increased 10% to $1.21, and net income rose 7.4% to $198.3M, with 1-, 3-, and 5-year TSR of 43.9%, 53.3%, and 219.5%, respectively, outperforming peers . In 2024, Nicolelli’s individual goals emphasized EPS growth outpacing revenue, a long-term tax strategy to optimize the rate, and expanding the investor base—achievements assessed as met, contributing to his annual incentive payout at 102% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ExlService Holdings | EVP & CFO | Feb 2020–present | Senior finance leadership at a data and AI-led services company |
| Casa Systems | SVP & CFO | 2019 | Public company CFO experience in communications software/hardware |
| FactSet Research Systems | SVP, Principal & CFO | 2009–2018 (23 years at FactSet overall) | Led finance at a global financial data/analytics provider |
External Roles
No other public company board roles or external positions disclosed for Nicolelli.
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $483,822 | $510,000 | $517,541 (paid); base rate increased to $540,000 effective for 2024 |
| Target Annual Bonus (% of base) | 75% | 75% | 75% |
| Maximum Annual Bonus (% of base) | 150% | 150% | 150% |
Multi-year compensation summary:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $483,822 | $510,000 | $517,541 |
| Stock Awards ($) | $1,810,865 | $1,570,763 | $1,979,695 |
| Option Awards ($) | — | $1,615,392 | — |
| Non-Equity Incentive ($) | $554,929 | $459,441 | $394,215 |
| All Other Compensation ($) | $9,654 | $10,947 | $11,106 |
| Total Compensation ($) | $2,859,270 | $4,166,543 | $2,902,557 |
Performance Compensation
Annual incentive program (2024):
- Structure: 75% company metrics (Revenue and Adjusted Operating Profit Margin), 25% individual metrics .
- Company metrics and outcomes:
- Revenue target $1.84B vs actual $1.83B; 99.4% achievement → 94.9% funding .
- AOPM target $357.1M vs actual ~$354.1M; 99.2% achievement → 92.6% funding .
- Weighted company-wide funding: 93.8% .
| Metric | Target | Actual | Achievement (%) | Funding (%) |
|---|---|---|---|---|
| Revenue ($B) | 1.84 | 1.83 | 99.4% | 94.9% |
| AOPM ($M) | 357.1 | ~354.1 | 99.2% | 92.6% |
| Weighted Company Funding | — | — | — | 93.8% |
| Nicolelli Overall Attainment | — | — | 102% | $394,215 payout |
2024 long-term equity incentives (grant date Feb 27, 2024):
| Award Type | Target $ | Target Units | Vesting Mechanics |
|---|---|---|---|
| Time-Vested RSUs | $700,000 | 22,348 | 25% per year over 4 years, continued service |
| Revenue-Linked PRSUs | $420,000 | 13,409 | 3-year cliff on 12/31/2026; earn 25% at 90%, 100% at 100%, 200% at ≥110% of cumulative revenue target; linear interpolation |
| Relative TSR-Linked PRSUs | $630,000 | 20,113 | 3-year cliff on 12/31/2026; earn 0% at ≤20th percentile, 100% at 50th, 200% at ≥80th; linear interpolation; negative TSR cap at 100% |
Payout of prior performance awards:
- 2022–2024 PRSUs vested at 200%: cumulative revenue achieved 112.5% of target and TSR at 92nd percentile .
Nicolelli 2024 vestings realized:
| Event (2024) | Shares Acquired | Value Realized ($) |
|---|---|---|
| Stock Awards Vested | 115,785 | $4,785,988 |
Equity Ownership & Alignment
Beneficial ownership (as of March 31, 2025):
| Item | Amount |
|---|---|
| Shares Beneficially Owned | 242,090 (includes 33,580 options exercisable within 60 days) |
| Ownership % of Outstanding | Less than 1% (out of 162,683,343 shares) |
Outstanding equity awards (as of Dec 31, 2024; market value at $44.38/share):
| Instrument | Grant Date | Status | Units | Exercise Price | Expiration | Market/Payout Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | 6/21/2023 | Exercisable | 33,580 | $30.15 | 6/21/2033 | — |
| Stock Options | 6/21/2023 | Unexercisable | 100,745 | $30.15 | 6/21/2033 | — |
| Time-Vested RSUs | 2/17/2021 | Unvested | 8,650 | — | — | $383,887 |
| Time-Vested RSUs | 2/16/2022 | Unvested | 9,710 | — | — | $430,930 |
| Time-Vested RSUs | 2/15/2023 | Unvested | 12,330 | — | — | $547,205 |
| Time-Vested RSUs | 2/27/2024 | Unvested | 22,348 | — | — | $991,804 |
| Revenue-Linked PRSUs | 2/15/2023 | Unearned (max shown) | 19,730 | — | 12/31/2025 | $875,617 |
| TSR-Linked PRSUs | 2/15/2023 | Unearned (max shown) | 29,590 | — | 12/31/2025 | $1,313,204 |
| Revenue-Linked PRSUs | 2/27/2024 | Unearned (max shown) | 26,818 | — | 12/31/2026 | $1,190,183 |
| TSR-Linked PRSUs | 2/27/2024 | Unearned (max shown) | 40,226 | — | 12/31/2026 | $1,785,230 |
| SMP RSUs | 3/31/2022 | Unvested | 13,925 | — | vest 3/31/2025 | $617,992 |
Alignment policies:
- Stock ownership guidelines: covered executives must hold at least 2× base salary; all covered executives were in compliance as of Dec 16, 2024; retention requirement to hold 50% of net shares until compliance .
- Anti-hedging and pledging: hedging prohibited; pledging only permitted for shares exceeding guideline requirements .
Employment Terms
General NEO severance:
- If terminated without cause or resigns for good reason: cash severance equal to 12 months of base salary (25% paid shortly after termination; remainder in nine monthly installments), plus equity vesting per plan terms .
Nicolelli indicative payouts (as of 12/31/2024 valuation at $44.38/share):
| Scenario | Base Salary Payout ($) | RSUs ($) | PRSUs ($) | Options ($) | SMP RSUs ($) |
|---|---|---|---|---|---|
| Death prior to CIC | — | $2,353,826 | $1,225,496 | $1,433,601 | $617,992 |
| Death after CIC | — | $2,353,826 | $2,987,022 | $1,433,601 | $617,992 |
| Termination for good reason/without cause | $540,000 | — | — | — | — |
| Change in Control (no termination) | — | $1,029,705 | $2,491,169 | $477,861 | — |
| Termination w/o cause or for good reason following CIC, or termination w/o cause in contemplation of CIC | $540,000 | $2,353,826 | $2,987,022 | $1,433,601 | $617,992 |
Additional terms:
- Non-compete and non-solicit: generally one year post-termination for NEOs; perpetual confidentiality and non-disparagement apply .
- Clawback: mandatory recoupment of incentive compensation upon financial restatement; discretionary recoupment for misconduct, including time-based equity .
- Change-in-control equity treatment details (acceleration/convert-to-time-vest) apply to RSUs/PRSUs/options per plan specifics .
Compensation Structure Analysis
- Pay-mix: significant at-risk compensation via annual incentives and PRSUs; time-based RSUs balance retention .
- Annual incentives remained formulaic (Revenue & AOPM) with modest under-target company funding in 2024 (93.8%) and individualized performance contributing to Nicolelli’s 102% payout .
- Long-term incentives: revenue and relative TSR PRSUs reinforce top-line growth and share outperformance; 2022 PRSUs vested at 200% signaling strong multi-year execution .
- Governance: independent Compensation & Talent Management Committee advised by Farient; no tax gross-ups; anti-hedging/limited pledging; robust stock ownership .
- Say-on-pay: ~98% approval at 2024 meeting (for FY 2023 comp), indicating strong shareholder support .
Performance & Track Record
Company performance (context for CFO oversight):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Consolidated Revenue ($B) | $1.412 | $1.631 | $1.838 |
| 1Y TSR (as of 12/31/2024) | — | — | 43.9% |
| 3Y TSR (as of 12/31/2024) | — | — | 53.3% |
| 5Y TSR (as of 12/31/2024) | — | — | 219.5% |
CFO-specific 2024 achievements:
- EPS growth rate outpaced revenue growth; tax strategy optimized effective rate; expanded investor base (three new investors in top 20) .
Equity Ownership & Alignment Policies
- Ownership guideline: 2× base salary for executive committee members; compliance confirmed as of Dec 16, 2024 .
- Retention requirement: must retain 50% of net shares until guideline met .
- Anti-hedging and anti-pledging: hedging prohibited; pledging allowed only above guideline threshold .
Employment Terms
- Severance: 12 months’ base salary upon termination without cause or for good reason; equity treated per plan; staged cash payouts .
- CIC protections: double-trigger acceleration for RSUs/earned PRSUs/options if terminated in connection with/change after CIC; detailed convert-to-time-vest mechanisms for PRSUs .
- Clawback and misconduct recoupment: restatement-triggered mandatory recoupment; discretionary recoupment for policy violations and misconduct .
Investment Implications
- Alignment and retention: Strong pay-for-performance structure and multi-year PRSUs (cliff on 12/31/2026) promote retention; stock ownership compliance and anti-hedging reduce misalignment risk .
- Vesting-related supply: Time-based RSUs vest 25% annually; 2023 PRSUs cliff on 12/31/2025; 2024 PRSUs cliff on 12/31/2026; 2023 options vest ratably and are in-the-money at year-end price ($44.38 vs $30.15 strike), potentially contributing to periodic selling capacity around vest dates, subject to insider trading windows .
- Execution credibility: 2022 PRSUs paid at 200% on both revenue and TSR, and 2024 EPS growth exceeded revenue growth under Nicolelli’s objectives—supportive of future incentive attainment .
- Governance safeguards: No tax gross-ups, robust clawback, independent committee and consultant, and 98% say-on-pay approval reduce compensation-related headline risk .