Nitin Sahney
ExlService HoldingsAbout Nitin Sahney
Independent director of ExlService Holdings (EXLS); currently Chair of the Nominating & Governance Committee (through June 2025) and member of the Audit Committee. Founder and member‑manager (and during 2024 majority equity owner and CEO) of PharmaCord, LLC. EXLS’s Board has determined he is independent under Nasdaq and federal securities laws, notwithstanding the PharmaCord relationship, which was reviewed and approved by the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PharmaCord, LLC | Founder, member‑manager; CEO (during 2024) | Ongoing (not dated in proxy) | Entered a routine services agreement with EXLS for automated benefit verification (~$370,000 total expected revenue; $200,000 recognized in 2024); not involved in negotiations; approved by EXLS Audit Committee; independence deemed not impaired . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PharmaCord, LLC | Founder, member‑manager; CEO (during 2024) | Ongoing (not dated in proxy) | Healthcare services vendor; routine services agreement with EXLS in 2024 (see Related Party) . |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Audit. Upcoming rotation: N&G Chair to Andreas Fibig in June 2025; Audit Committee held 8 meetings in 2024; N&G held 4 meetings in 2024 .
- Independence: Board determined all directors except the CEO (Rohit Kapoor) are independent; PharmaCord relationship did not impair Sahney’s independence after Audit Committee review .
- Executive sessions and leadership: Independent directors meet at least quarterly in executive session; Lead Director (Vikram Pandit) oversees independence and nominations with N&G Committee .
- Attendance: Company expects directors to attend all Board and relevant committee meetings and the Annual Meeting; 2024 meeting counts disclosed by committee (individual attendance not disclosed) .
- Shareholder feedback: Say‑on‑pay for 2023 executive compensation received ~98% approval, indicating constructive engagement environment .
Committee Roles Summary
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Governance | Chair | 4 | Oversees board composition/refreshment, governance guidelines, evaluations, and sustainability oversight; Chair rotates to A. Fibig in June 2025 . |
| Audit | Member | 8 | Oversees financial reporting integrity, auditor independence, internal audit, cybersecurity, related‑party transactions; Audit Committee report affirms oversight . |
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non‑executive director cash fee (effective 2024 program). |
| Committee chair fee (N&G Chair) | $15,000 | Additional annual cash fee for N&G Chair. |
| Equity grant (time‑based RSUs) | $215,000 | Annual director equity, time‑vested RSUs. |
| Total 2024 director comp (Sahney) | $315,000 ($100,000 cash + $215,000 equity) | Per Director Compensation table. |
| 2025 program update | $100,000 cash; $230,000 equity | Program raised for 2025. |
Additional note: In 2025, Sahney elected to receive his cash retainer in time‑based RSUs in lieu of cash (aggregate value of RSU retainers for two directors, including Sahney and Sarah Williamson, is $203,750; individual split not disclosed) .
Performance Compensation
Directors do not receive performance‑linked awards; equity grants are time‑based RSUs.
| Feature | Details | Vesting / Delivery |
|---|---|---|
| Annual director RSUs | Time‑based RSUs; $215,000 in 2024; $230,000 program in 2025 | Generally vest by the first anniversary of grant; delivery at earliest of death, change in control, or 180 days post Board term (alternative delivery elections permitted) . |
| Cash retainer RSUs (election option) | Directors may elect to receive cash retainer as time‑based RSUs | Elected RSUs vest 50% at Annual Meeting and 50% on last day of calendar year (or earlier change in control); delivery aligned with annual award settlement policies . |
Other Directorships & Interlocks
- Other public company directorships: Not disclosed in the proxy for Sahney (biographical listing pages referenced, but specific external public boards not provided in retrieved sections) .
- Compensation committee interlocks: EXLS Compensation & Talent Management Committee reported no interlocks or insider participation (Sahney is not a member) .
Expertise & Qualifications
- Governance leadership: Chairs Nominating & Governance, which oversees governance guidelines, board refreshment, evaluations, and sustainability policies .
- Audit oversight: Serves on Audit Committee, contributing to financial reporting, auditor oversight, and cybersecurity risk oversight .
Equity Ownership
| Holder | Shares Owned | Ownership % | Vested but Unsettled RSUs | Total |
|---|---|---|---|---|
| Nitin Sahney | 0 | <1%* | 74,515 | 74,515 |
*Proxy footnote indicates “*Less than 1%” for individuals where applicable .
Stock ownership policy: Non‑employee directors must maintain stock ownership ≥5x annual cash retainer; directors generally must retain ≥50% of vested shares until compliance; as of Dec 16, 2024, all applicable directors were in compliance .
Securities policies: Anti‑hedging policy prohibits directors from hedging EXLS securities; pledging only permitted for shares exceeding ownership requirement .
Governance Assessment
-
Strengths
- Independent director with leadership of N&G Committee and membership on Audit; robust involvement in governance, board refreshment, and risk oversight .
- Transparent director pay structure weighted to equity; updated 2025 program; optional RSU election for cash retainer aligns incentives with shareholders .
- Board confirms independence despite related‑party vendor engagement; Audit Committee approval suggests controls are functioning .
- Strong governance scaffolding: quarterly executive sessions of independents; clear Lead Director role; high say‑on‑pay support (98%) evidences shareholder confidence .
-
Risks / RED FLAGS
- Related party transaction: PharmaCord services agreement (~$370,000 expected; $200,000 recorded in 2024) where Sahney is founder/member‑manager and (during 2024) CEO and majority equity owner. Mitigants: no bonus tied to contract; Sahney not involved in negotiations; Audit Committee approved; independence deemed intact. Nonetheless, vendor relationship warrants ongoing monitoring for pricing and renewal processes .
- Committee leadership rotation: N&G Chair transitioning to Andreas Fibig in June 2025; transition risk minimal but note continuity planning for governance initiatives .
Overall, Sahney’s roles and compensation indicate alignment (significant equity RSUs; retainer RSU election), with formal policies (ownership, anti‑hedging/pledging) supporting investor confidence; the PharmaCord relationship is the principal conflict to monitor, currently mitigated by process controls and independence determinations .