Rohit Kapoor
ExlService HoldingsAbout Rohit Kapoor
Rohit Kapoor, age 60, serves as Chairman and CEO of ExlService Holdings (EXL). He was appointed Chairman in April 2024 while continuing as CEO; the board designated Vikram Pandit as Lead Director to balance the combined role . Under Kapoor’s leadership, EXL delivered 2024 revenue of $1.838B (+12.7% YoY), net income of $198.3M (+7.4% YoY), diluted EPS of $1.21 (+10% YoY), and adjusted EPS of $1.65 (+15.4% YoY) . EXL’s TSR was 43.9% (1‑yr), 53.3% (3‑yr), and 219.5% (5‑yr) as of 12/31/2024, outperforming comparator groups . EXL’s 2024 was its 18th consecutive quarter of revenue growth and marked a strategic pivot to data and AI (EXL Insurance LLM; partnerships with NVIDIA, Databricks, Microsoft, AWS) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EXL | Chairman | Apr 2024–present | Combined Chair/CEO structure with Lead Director oversight to enhance information flow and governance |
| EXL | CEO | ≥2020–present (CEO listed 2020–2024) | 18 consecutive quarters of revenue growth; data/AI-led repositioning; notable TSR outperformance |
External Roles
No external public company board roles for Kapoor are disclosed in the 2025 proxy; section biography lists him solely as EXL Chairman & CEO .
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $766,384 | $815,000 | $821,284 |
| Stock awards (grant-date fair value) | $8,356,213 | $9,982,605 | $11,847,065 |
| Non‑equity incentive plan compensation (annual bonus) | $1,829,887 | $1,514,253 | $1,440,000 |
| All other compensation | $58,423 | $34,148 | $58,647 |
| Total compensation | $11,010,906 | $12,346,006 | $14,166,996 |
Base salary changes (policy and actuals):
- Employment agreement minimum base salary: $750,000 (cannot be decreased absent company-wide reduction) .
- 2024 base salary: $840,000 (+3% YoY); 2023: $815,000 .
CEO perquisites (and 2024 examples):
- Perquisites include club memberships (US/India), home office supplies, $500k term life insurance, one annual business‑class airfare for family US‑India, personal tax/estate planning, US/India car allowances/security, per diem; relocation-related benefits if resident in India .
- 2024 “All Other Compensation” examples: travel allowance $11,866; 401(k) $10,350; tax/estate planning $35,675; company-paid life insurance $756 .
Performance Compensation
Annual incentive (2024):
| Component | Weighting | Target | Actual | Payout metric | Result |
|---|---|---|---|---|---|
| Company revenue (part of company-wide) | 37.5% of total (50% of 75%) | $1.84B | $1.83B (99.4% of target) | Funding vs target | 94.9% |
| Company AOPM (part of company-wide) | 37.5% of total (50% of 75%) | $357.1M | ~$354.1M (99.2% of target) | Funding vs target | 92.6% |
| Company-wide weighted funding | 75% of total | — | — | Weighted revenue/AOPM | 93.8% |
| Individual performance | 25% of total | Role-specific goals | Achievements listed | Discretionary/formulaic | Per committee process |
| Kapoor overall payout (2024) | — | — | — | % of target bonus | 117% (Paid $1,440,000) |
Long‑term equity incentives (2024 awards):
| Award type | Target value | Units (target) | Grant date | Vesting | Performance curve |
|---|---|---|---|---|---|
| Time‑vested RSUs | $4,200,000 | 134,100 RSUs | 2/28/2024 | 25% per year over 4 years | n/a |
| Revenue‑linked PRSUs | $2,520,000 | 80,460 PRSUs | 2/28/2024 | Cliff on 12/31/2026 | 90%→25%, 100%→100%, 110%+→200% |
| Relative TSR‑linked PRSUs | $3,780,000 | 120,690 PRSUs | 2/28/2024 | Cliff on 12/31/2026 | 20th→3.33%, 50th→100%, 80th→200% (negative TSR cap ≤100%) |
| Total target equity | $10,500,000 | — | — | — | — |
Payouts of prior awards:
- 2022–2024 PRSUs fully maxed: revenue performance at 112.5% (200% payout) and TSR at 92nd percentile (200% payout) .
Equity Ownership & Alignment
Beneficial ownership:
| Holder | Shares | % of outstanding | Notes |
|---|---|---|---|
| Rohit Kapoor | 3,595,145 | 2.21% | Includes indirect holdings via multiple family/spousal trusts; co‑trustees share voting/dispositive control (details in footnote (4)) |
Outstanding equity awards (as of 12/31/2024; closing price $44.38):
| Grant date | Unvested time RSUs (#) | Market value (USD) | Unearned PRSUs (#) | Market/payout value (USD) |
|---|---|---|---|---|
| 2/17/2021 | 44,250 | $1,963,815 | — | — |
| 2/16/2022 | 62,910 | $2,791,946 | — | — |
| 2/15/2023 | 78,360 | $3,477,617 | 125,380 (revenue) | $5,564,364 |
| 2/15/2023 | — | — | 188,060 (TSR) | $8,346,103 |
| 2/28/2024 | 134,100 | $5,951,358 | 160,920 (revenue) | $7,141,630 |
| 2/28/2024 | — | — | 241,380 (TSR) | $10,712,444 |
Ownership policy and hedging/pledging:
- Stock ownership guideline: CEO must hold ≥6x base salary (counts common stock, vested RSUs, and unvested time-based RSUs; ≥3x excluding unvested time-based RSUs). All covered executives and directors were in compliance as of 12/16/2024 .
- Anti‑hedging policy: Hedging transactions in EXL securities prohibited for directors, executive officers, and designated employees .
- Pledging: Reporting Persons may only pledge shares exceeding required ownership levels under the policy .
Employment Terms
Key contract terms (Kapoor):
- Base salary minimum: $750,000; target bonus opportunity: 150% of base salary (employment agreement maximum 310%; committee may cap annually) .
- Baseline equity consideration: committee considers a baseline of $4,925,000 along with performance, shareholder input, and market data in determining annual equity awards .
- Perquisites: enumerated benefits (club memberships, home office, life insurance, annual family airfare US‑India, tax/estate planning, US/India car/security, per diem) .
- Clawback: compliant with Nasdaq/Dodd‑Frank; recoupment for restatements and specified misconduct (including time‑based awards) .
- Non‑compete / non‑solicit: applies during employment and for one year post‑employment; confidentiality and non‑disparagement restrictions also apply .
Severance and change‑in‑control (indicative payouts as of 12/31/2024):
| Scenario | Base salary payout | Bonus payout | Life insurance | Health (COBRA) | RSUs | PRSUs |
|---|---|---|---|---|---|---|
| Termination without cause / for good reason | $1,680,000 | $1,440,000 | $9,450 | $49,640 | $12,696,896 | $15,882,271 |
| Change in control (no termination) | — | — | — | — | $6,006,833 | $15,480,271 |
| Termination linked to change in control | $1,680,000 | $1,440,000 | $9,450 | $49,640 | $14,184,736 | $15,882,271 |
| Death prior to change in control | — | $1,440,000 | — | — | $14,184,736 | $15,882,271 |
| Retirement (age ≥60) | — | — | $9,450 | $49,640 | $12,696,896 | $15,882,271 |
Equity treatment mechanics:
- Time‑RSUs: 25% annual vest; upon termination without cause/good reason, remain outstanding and eligible to vest for 27 months; in change in control, portions vest/accelerate per 12‑month window; full acceleration with qualifying termination post‑CIC; full vest on death; 27‑month vest window after retirement at age ≥60 .
- Revenue PRSUs: In CIC, deemed earned at 100% and convert to time‑RSUs with retroactive 3‑year ratable vesting/accelerations; full vest with qualifying termination post‑CIC; target vest on death; 27‑month vest window after retirement at age ≥60 .
- TSR PRSUs: CIC before first anniversary → 100% deemed earned; after first anniversary → earned based on actual performance at CIC; convert to time‑RSUs with retroactive ratable vesting/accelerations; full vest with qualifying termination post‑CIC; target vest on death; 27‑month vest window after retirement at age ≥60 .
- Section 280G: Modified cut‑back (reduce excise‑tax exposure if economically advantageous); no excise/gross‑ups .
Board Governance
- Role and independence: Kapoor is a non‑independent director; the board determined all other directors meet Nasdaq and federal independence requirements .
- Combined Chair/CEO: Adopted April 2024; mitigated by a Lead Director with defined responsibilities, quarterly executive sessions of independent directors, and governance policies balancing leadership and independence .
- Committee service: As an executive director, Kapoor does not serve on board committees; Audit, Compensation & Talent Management, and Nominating & Governance committees are fully independent .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay: Approximately 98% approval of NEO compensation at the 2024 annual meeting (for FY 2023 pay) .
- Ongoing engagement: Board and management conduct structured investor outreach; discussions feed governance and disclosure updates .
Compensation Peer Group (for 2024 pay decisions)
| Company | Industry | 2024 Revenue (USD mm) |
|---|---|---|
| EPAM Systems, Inc. | IT Consulting & Other Services | $4,728 |
| Genpact Limited | Data Processing & Outsourced Services | $4,767 |
| Verisk Analytics, Inc. | Research & Consulting Services | $2,882 |
| TTEC Holdings, Inc. | Data Processing & Outsourced Services | $2,208 |
| ExlService Holdings, Inc. | Data Processing & Outsourced Services | $1,838 |
Investment Implications
- Pay‑for‑performance alignment: Strong linkage via 75% company metrics in annual bonus (revenue/AOPM) and 60% PRSUs split between revenue and relative TSR; 2022 PRSUs vested at 200%, evidencing outperformance in both growth and TSR, aligning executive pay with shareholder outcomes .
- Retention and selling pressure: Time‑RSUs vest quarterly/annually and PRSUs cliff‑vest at 12/31/2026, creating identifiable vest dates; equity retention requirements and ownership policy may temper near‑term selling, but vest‑date supply bears monitoring for trading liquidity impacts .
- Change‑in‑control economics: CEO severance equals 24 months’ salary plus current‑year bonus; significant equity acceleration under CIC and qualifying terminations; no excise gross‑ups, but a modified cut‑back applies. This design preserves neutrality in strategic transactions while imposing material equity costs in CIC outcomes .
- Ownership alignment and governance: Kapoor’s 2.21% beneficial stake and strict anti‑hedging/pledging policies support alignment; combined Chair/CEO structure is offset by Lead Director and fully independent committees, reducing independence risk while maintaining strategy continuity .
- Forward awards and dilution: 2025 omnibus plan indicates continued sizable equity grants to executives (Kapoor contingent awards $11.5M; 242,360 units at target), implying ongoing dilution balanced by performance hurdles; track future grant pacing vs. buyback activity ($196.5M repurchases in 2024; new $500M program) for net share impact .