Rohit Kapoor

Board

Since April 1, 2024

Age

59 years

Tenure

Joined as co-founder in April 1999, held various senior leadership roles from 2000 to 2008, served as President and CEO from May 2008 to March 2012, then as Vice Chair and CEO from April 2012 to April 2024, and started as Chair and CEO in April 2024.

Also at ExlService Holdings

Ajay Ayyappan

Executive Vice President, General Counsel, and Corporate Secretary

A“L

Anand “Andy” Logani

Executive Vice President and Chief Digital Officer

Anita Mahon

Executive Vice President and Business Head, Healthcare

About

Rohit Kapoor is the 59-year-old Chair and CEO of EXLS, having co-founded the company in April 1999. His extensive career at EXLS includes progressing from senior leadership roles between 2000 and 2008 to holding the positions of President and CEO from May 2008 to March 2012, and Vice Chair and CEO from April 2012 to April 2024, before assuming his current role.

Prior to his work at EXLS, he gained significant experience in the financial sector, having held key positions at Deutsche Bank from 1999 to 2000 and at Bank of America from 1991 to 1999.

He has also contributed to the broader industry by serving on multiple boards, demonstrating expertise in strategic leadership, governance, and financial management.

$EXLS Performance Under Rohit Kapoor

Past Roles

Organization	Role	Date Range
EXLService Holdings, Inc.	Vice Chair and CEO	April 2012 - April 2024
EXLService Holdings, Inc.	President and CEO	May 2008 - March 2012
EXLService Holdings, Inc.	Various senior leadership roles, including CFO and COO	2000 - 2008

Fixed Compensation

Data from FY 2023

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$815,000	Fixed annual cash	Set at the October 2022 level; based on performance, experience, responsibilities, and market value
All Other Compensation	$34,148	As incurred (mixed periodic and one-time benefits)	Includes club memberships, home office supplies, term life insurance ($500,000 face value), annual business class airfare (US-India), personal tax/estate planning (up to $30,000), car allowance (up to $2,067/month), automobile expenses in India (up to $12,000/year), personal security, travel reimbursements, and per diem allowances
Restricted Stock Units (RSUs)	104,480 RSUs (Fair Value: $3,610,829)	Ratable vesting on the first four anniversaries of grant date (Feb 15, 2023)	Time-based vesting; fixed grant with no performance conditions
Payments Upon Termination or Change in Control	Varies by scenario: e.g., Base Salary Payout: $1,630,000, Bonus Payout: $1,514,253, Life Insurance: $4,239, Health Insurance: $47,070, RSUs: up to ~$9,771,583, PRSUs: from ~$8,965,781 to ~$13,955,847	Contingent upon termination or change-of-control events	Detailed breakdown by event type (death, disability, termination for good reason, change in control) provided in structured table format in documents

Performance Compensation

Data from FY 2023

Non-Equity Incentive Compensation

Metric	Target Value	Maximum Value	Actual 2023
Target Bonus	$1,222,500 (150% of base salary)	$3,667,500 (300% of base salary)	$1,514,253 (124% attainment)

Performance RSUs (Revenue-Based)

Detail	Value
Grant Date	Feb 15, 2023
Grant Date Fair Value	$2,166,566
Target Dollar Value	$2,136,000
Vesting Schedule	Cliff vesting on Dec 31, 2025 subject to revenue achievement and continuous employment
Revenue Thresholds	90% (25% earned), 100% (100% earned), 110% or more (200% earned)

Performance RSUs (TSR-Based)

Detail	Value
Grant Date	Feb 15, 2023
Grant Date Fair Value	$4,205,210
Vesting Schedule	Cliff vesting on Dec 31, 2025 subject to TSR achievement and continuous employment
TSR Performance Thresholds	80.0 or more: 200%; 65.0: 150%; 50.0: 100%; 35.0: 50%; 21.0: 3.33%; 20.0 or less: 0% earned
Additional Condition	If overall TSR is negative, payout is capped at 100% funding of the TSR-linked awards