Pamela Harrison
ExlService HoldingsAbout Pamela Harrison
Pamela Harrison (age 60) is Executive Vice President and Chief Human Resources Officer (CHRO) at EXL, serving since June 2023 and a member of the Executive Committee. She previously led HR at Genworth Financial and HR business transformation at Latham & Watkins; she holds a BA in Psychology from the University of Delaware . During 2024, EXL delivered revenue growth of 12.7% to $1.838B, net income of $198.3M (+7.4% YoY), diluted EPS up 10% to $1.21, and 1-, 3-, and 5-year TSR of 43.9%, 53.3%, and 219.5%, respectively, with AOPM improving to 19.4%—context for pay-for-performance alignment under EXL’s incentive frameworks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genworth Financial | Executive Vice President, Human Resources | Nearly five years (not precisely dated) | Led large/diverse HR teams; strategic advisor to CEO; scaled talent programs |
| Latham & Watkins | Director, HR – Business Transformation | Not disclosed | Executed HR strategies at country/region/global level; focused on talent development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed in company sources |
Fixed Compensation
| Item | Pamela Harrison | Notes |
|---|---|---|
| Base salary | Not disclosed | CHRO is an executive officer but not a Named Executive Officer (NEO); individual salary not itemized in proxy . |
| Perquisites | Limited/per market | EXL states limited perquisites for NEOs; general policy applies company-wide . |
| Tax gross-ups | None | No excise tax or 409A gross-ups for NEOs; policy indicates no gross-ups for executives . |
Performance Compensation
EXL’s programs apply firmwide; NEO specifics are disclosed. Pamela, as an executive officer, is governed by the same incentive frameworks, though her specific payouts are not disclosed.
Annual Cash Incentive Program (structure and 2024 outcomes)
| Metric | Weighting | 2024 Target | 2024 Actual | Payout Outcome | Notes/Vesting |
|---|---|---|---|---|---|
| Company-wide: Revenue | Part of 75% combined | Internal target | 99.4% of target | Contributed to NEO payouts ranging 84%–117% of target | Paid in cash; annual . |
| Company-wide: Adjusted Operating Profit Margin (AOPM) | Part of 75% combined | Internal target | 99.2% of target | Contributed to NEO payouts ranging 84%–117% of target | Paid in cash; annual . |
| Individual performance goals | 25% | Role-specific | Achieved per role | Incorporated into payouts | CEO/NEO achievements disclosed; CHRO-specific not itemized . |
Long-Term Equity Incentives (design and vesting)
| Award Type | Grant Timing | Vesting Schedule | Performance Metrics | 2024 Award Vest Date |
|---|---|---|---|---|
| RSUs (time-based) | Annual (Feb) | 25% per year over 4 years | n/a | Ratable on grant anniversaries (e.g., 2/27/2024 RSUs) . |
| PRSUs – Revenue-Linked | Annual (Feb) | Cliff vest at end of 3-year period | Cumulative revenue | 12/31/2026 for 2024 grants . |
| PRSUs – TSR-Linked | Annual (Feb) | Cliff vest at end of 3-year period | Relative TSR vs peer group | 12/31/2026 for 2024 grants . |
| 2022 PRSU outcomes (company-level) | — | — | Revenue: 112.5% of target; TSR: 92nd percentile | 200% of target shares vested |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (individual – Pamela Harrison) | Not individually disclosed; executive officers included in group totals . |
| Group beneficial ownership | Directors/executive officers as a group (16 people): 6,583,751 shares; 4.04% of shares outstanding; 220,090 vested but unsettled RSUs . |
| Stock ownership guidelines (executives) | Covered executives must hold ≥2x base salary; CEO ≥6x; unearned PRSUs/options excluded; new executives have 5 years to comply; retain ≥50% of net shares delivered until compliant . |
| Hedging/Pledging | Hedging prohibited; pledging only permitted above guideline-required holdings; insider trading policy enforced . |
| Compliance status | All covered executives and directors were in compliance as of Dec 16, 2024 . |
Implications for insider selling pressure:
- Required net-share retention until guideline compliance plus hedging prohibition materially dampen near-term selling pressure; pledging tightly restricted to holdings above requirements .
- RSUs vesting annually and PRSUs cliff-vesting on 12/31/2026 can create concentrated settlement windows; monitor Form 4 filings around vest dates for potential selling activity tied to tax withholding/portfolio diversification .
Employment Terms
| Topic | Company Policy/Disclosure |
|---|---|
| Employment agreement coverage | NEOs have employment agreements; EXL provides change-in-control severance protection for some executive officers (including NEOs); individual CHRO terms not itemized . |
| Severance multiples | Not disclosed for CHRO; NEO severance discussed in proxy section referenced by page (not CHRO-specific) . |
| Change-in-control (CIC) vesting | Awards do not automatically vest on CIC unless provided in agreement; Committee may accelerate vesting or cash out awards; underwater options/SARs can be canceled; successor bound to obligations . |
| Clawback policy | Compliant with Nasdaq/Dodd-Frank; recoupment for restatements; additional misconduct trigger allows recoupment, including time-based awards . |
| Ownership, trading, hedging | Insider trading policy on file; minimum holding periods and ownership guidelines apply; hedging prohibited; pledging restricted . |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD Millions) | $1,412.0 | $1,630.7 | $1,838.4 |
| Net income attributable to stockholders ($USD Millions) | $143.0 | $184.6 | $198.3 |
| Diluted EPS ($USD) | — | $1.10 | $1.21 |
| Total Stockholder Return (TSR) | — | — | 1-yr: 43.9%; 3-yr: 53.3%; 5-yr: 219.5% |
| Adjusted Operating Profit Margin (AOPM) | — | — | 19.4% (improved by 10 bps YoY) |
Compensation Governance and Peer Benchmarking
- Independent Compensation and Talent Management Committee; retained Farient Advisors as independent consultant; no conflicts; oversight of human capital management .
- Compensation peer group maintained and updated; Splunk removed (acquired by Cisco), replaced by Dun & Bradstreet; Perficient and Thoughtworks to be removed in future years; design principles balance revenue comparability and business model alignment .
- Say-on-Pay support ~98% in 2024, indicating strong shareholder endorsement of the pay program .
Investment Implications
- Alignment: Executive incentives tied to revenue and AOPM annually and to cumulative revenue/relative TSR over three years, with robust clawback, ownership, and anti-hedging/pledging policies—supportive of pay-for-performance and disciplined risk posture .
- Retention risk: New executives have 5 years to reach ownership compliance and must retain ≥50% of delivered shares until compliant; CIC does not trigger automatic vesting, reducing transactional windfalls and encouraging retention through performance periods .
- Trading signals: Time-based RSUs vest annually; PRSUs from 2024 cycle cliff vest on 12/31/2026—monitor Form 4 filings near vest dates for tax-related sell-to-cover activity and potential discretionary sales; pledging constraints lower leverage risk .
- Transparency: Pamela’s individual pay and ownership are not itemized in the proxy; group insider ownership is 4.04%, with CEO holding a significant stake—lack of CHRO-specific disclosure limits precision in modeling her personal selling pressure, but company-wide guardrails materially mitigate misalignment risk .
References: ; EXL bio and press releases: .