Sarah K. Williamson
ExlService HoldingsAbout Sarah K. Williamson
Independent director at EXL since June 2023; currently CEO of FCLTGlobal. She previously spent 21+ years at Wellington Management as Partner and Director of Alternative Investments, and earlier held roles at McKinsey, the U.S. Department of State, and Goldman Sachs. Education: MBA (with distinction) Harvard Business School; BA Economics (honors) Williams College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management | Partner; Director of Alternative Investments | 21+ years | Led development of alternatives; chaired Wellington Trust Co. NA; founding chair of Diversity Committee |
| McKinsey & Company | Senior Engagement Manager | ~5+ years | Strategy and operations engagements |
| U.S. Department of State | Special Assistant | Prior to MBA | Public policy experience |
| Goldman Sachs | M&A Investment Banker (NY & London) | Pre-1989 | Transaction execution |
External Roles
| Organization | Role | Tenure/Notes | Committees/Responsibilities |
|---|---|---|---|
| Evercore (NYSE: EVR) | Independent Director | Current | Member, Audit Committee; Member, Compensation Committee |
| Whitehead Institute for Biomedical Research | Chair of the Board | Current | Board leadership |
| MITIMCo (MIT Investment Management Company) | Board Member | Current | Investment oversight |
| Women’s Foundation of Boston | Board Member | Current | Philanthropy oversight |
| Council on Foreign Relations | Member | Current | Policy community |
Board Governance
- Independence: EXL board determined all directors except CEO Rohit Kapoor are independent; Williamson is independent .
- Committee memberships: Compensation & Talent Management Committee (member); Nominating & Governance Committee (member) .
- Committee Chair roles: Not a chair; current chairs are Jaynie Studenmund (Compensation; retiring) and Nitin Sahney (Nominating; rotating to Andreas Fibig in June 2025) .
- Committee activity: Compensation Committee met 4 times in 2024; Nominating & Governance Committee met 4 times in 2024 .
- Engagement: Listed signatory on Compensation Committee Report recommending inclusion of CD&A . Independent directors meet at least quarterly in executive session; Lead Director is Vikram Pandit .
- Annual Meeting attendance policy: Directors standing for election are expected to attend Annual Meetings; company outlines high expectations for meeting attendance (no individual attendance rates disclosed) .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | Williamson elected to receive this in time-based RSUs . |
| Annual Equity (RSUs) | $215,000 (grant-date fair value) | Standard non-executive director equity grant . |
| Committee Chair Fees | $0 | She is not a chair; chair fees: Audit $17,500; Compensation $17,500; Nominating $15,000 (program terms) . |
| Lead Director Premium | $0 | Applies to Lead Director only (additional $100,000 RSUs) . |
| All Other Compensation | $0 | |
| Total | $300,000 |
Program structure: Non-executive directors receive $85,000 cash and $215,000 equity (time-based RSUs). Directors may elect to take the cash retainer in RSUs; such RSUs vest 50% at the Annual Meeting and 50% on year-end, settling with annual equity awards .
Performance Compensation (Director Equity Mechanics)
| Grant Type | Vesting Terms | Williamson Outstanding (12/31/2024) | Notes |
|---|---|---|---|
| Annual Director RSUs | Time-based vesting; director program grants RSUs annually | 7,060 unvested RSUs | Unvested RSUs outstanding at year-end by director . |
| Cash Retainer Elected in RSUs | 50% vests at Annual Meeting; 50% at year-end; settles with annual awards | Elected RSUs in lieu of cash | Program terms for cash-to-RSU election . |
No director performance-based equity metrics are used; director equity is time-vested per program design .
Other Directorships & Interlocks
| Entity | Relationship to EXL | Potential Interlock/Conflict Assessment |
|---|---|---|
| Evercore | Williamson is EVR director and sits on Audit and Compensation Committees | EXL’s proxy discloses no related-party transactions with Evercore; no interlock or shared business disclosed. Monitor future EXL advisory engagements for potential perceived conflicts (none reported) . |
| FCLTGlobal (non-profit) | CEO | External advocacy/non-profit role; no EXL related-party exposure disclosed . |
| Whitehead Institute, MITIMCo, Women’s Foundation of Boston | Board roles | No EXL related-party transactions disclosed . |
Expertise & Qualifications
- Deep investment and capital markets expertise (alternatives, long-term investing) via Wellington and FCLTGlobal leadership .
- Public company board experience and committee service (Evercore Audit and Compensation Committees) .
- Governance and sustainability engagement (FCLTGlobal mission; governance community roles) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially Owned Common Shares | 0 |
| Vested but Unsettled RSUs | 8,842 |
| Unvested RSUs Outstanding | 7,060 |
| Ownership Guideline | Directors must hold ≥5x annual cash retainer |
| Compliance Status (as of 12/16/2024) | All covered executives and directors in compliance |
| Anti-Hedging/Pledging | Robust prohibition on hedging; pledging limited and only above guideline amounts |
Governance Assessment
- Board effectiveness: Williamson strengthens pay-for-performance oversight and human capital governance via active membership on Compensation & Talent Management Committee; her signature on the Compensation Committee Report underscores engagement with CD&A and compensation governance .
- Alignment: She elected equity in lieu of cash retainer and holds both vested and unvested RSUs, supporting alignment with shareholders; director ownership guidelines and anti-hedging/pledging policies further reinforce alignment .
- Independence and conflicts: EXL’s board affirmed independence for all non-management directors; no related-party transactions or interlocks disclosed involving Williamson. Continue to monitor any EXL engagements with Evercore for potential perceived conflicts, though none are reported .
- Attendance and engagement: EXL sets high attendance expectations and notes directors standing for election are expected to attend Annual Meetings; committee meeting cadence indicates active governance (Compensation: 4; Nominating: 4 in 2024) .
- Shareholder signals: EXL’s strong Say-on-Pay support (98% approval for prior year NEO compensation) reflects investor confidence in compensation oversight processes that Williamson participates in .
RED FLAGS: None disclosed specific to Williamson. No hedging/pledging violations, related-party transactions, or attendance concerns reported .