Thomas Bartlett
ExlService HoldingsAbout Thomas Bartlett
Independent director since March 6, 2024; age 66 as of the 2024 proxy. Former Chief Executive Officer of American Tower Corporation (2020–2023), previously EVP & CFO (2009–2020), with earlier senior roles at Verizon Communications (1984–2009) and an early career at Deloitte, Haskins & Sells. Serves as an Audit Committee Financial Expert and sits on EXL’s Audit and Nominating & Governance Committees. External public board experience includes Otis Worldwide (Audit and Compensation Committees); prior boards include Equinix (Audit Committee member; Finance Committee chair) and American Tower (director) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Tower Corporation | Chief Executive Officer | 2020–2023 | Led public REIT; board director through 2024 |
| American Tower Corporation | Executive VP & CFO | 2009–2020 | Corporate finance leadership; Treasurer at intervals (2012–2013; Jul 2017–Nov 2018) |
| Verizon Communications | Senior Vice President & Corporate Controller | 1984–2009 | Various operations and business development roles |
| Deloitte, Haskins & Sells | Auditor (early career) | Not disclosed | Foundation in accounting/audit |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otis Worldwide (NYSE: OTIS) | Director; Audit and Compensation Committee member | 2023–present | Governance and financial oversight |
| Equinix (Nasdaq: EQIX) | Director; Audit Committee member; Finance Committee Chair | 2013–2021 | Chaired finance; audit oversight |
| American Tower (NYSE: AMT) | Director | 2020–2024 | Board service at large-cap REIT |
| Rutgers Business School | Board of Advisors member | Not disclosed | Academic advisory role |
| Samaritans | Advisory Council member | Not disclosed | Non-profit advisory role |
| Former memberships | Business Roundtable; MIT Presidential CEO Advisory Board; WEF ICT Board; NAREIT Executive Committee | Not disclosed | Policy and industry leadership roles |
Board Governance
- Committees: Audit Committee member and Audit Committee Financial Expert; Nominating & Governance Committee member .
- Independence: Board determined all directors other than the CEO meet Nasdaq and SEC independence standards (Bartlett listed as independent) .
- Engagement cadence: Audit Committee held 8 meetings in 2024; Nominating & Governance held 4 meetings in 2024 .
- Attendance expectations: Directors are expected to attend all board/committee meetings and the Annual Meeting absent exceptional cause .
- Lead independent director: Vikram Pandit (Bartlett is not Lead Director) .
Fixed Compensation
| Fiscal Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 85,000 | 277,268 | — | 362,268 |
- Notes: Elected to the Board on March 6, 2024; stock award value reflects pro-rated equity from March 6 through the 2024 annual meeting plus the annual equity grant received in June 2024 .
- Program parameters: In 2024, non-executive director retainer was $85,000 cash + $215,000 equity (time-based RSUs); Committee chair cash fees: Audit $17,500, Compensation $17,500, Nominating $15,000; optional election to receive cash retainer in RSUs (vest 50% at Annual Meeting, 50% at year-end) .
- 2025 update: Retainer increased to $100,000 cash + $230,000 equity (time-based RSUs); no meeting fees; quarterly cash payments .
Performance Compensation
| Component | Instrument | Vesting | Settlement | Performance Metrics |
|---|---|---|---|---|
| Annual Director Equity | Time-based RSUs | Generally vest on earliest of (i) first anniversary of grant, (ii) end of term if not re-elected, or (iii) change in control | Settle on earliest of (i) death, (ii) change in control, or (iii) 180 days post board term; may elect alternative delivery; if ownership guidelines met, may settle on vest date | None; director equity is time-based, not performance-based |
Outstanding director equity awards at 12/31/2024: Unvested RSUs 9,033 (Bartlett) .
Other Directorships & Interlocks
| Company | Sector | Role | Committees |
|---|---|---|---|
| Otis Worldwide (NYSE: OTIS) | Industrials | Director | Audit; Compensation |
| Equinix (Nasdaq: EQIX) | Technology | Director (past) | Audit; Finance (Chair) |
| American Tower (NYSE: AMT) | REITs | Director (past) | Board member |
- Related-party and interlocks: The proxy’s independence discussion cites a routine arrangement involving Mr. Pandit and Westcor; no Bartlett-related transactions were highlighted in that section .
Expertise & Qualifications
- Audit committee financial expert under SEC rules .
- Skills matrix: Finance & accounting; Executive leadership; Public company governance; Human capital management; Digital operations & solutions; Global experience; Risk oversight & management; Information & cybersecurity; M&A .
Equity Ownership
| As of Date | Common Shares Owned | Vested but Unsettled RSUs | Total Beneficial Ownership |
|---|---|---|---|
| March 31, 2025 | — | 1,973 | 1,973 |
- Unvested director RSUs outstanding as of 12/31/2024: 9,033 .
- Director stock ownership guidelines: Minimum 5x annual cash retainer; new directors have 5 years to attain; must retain at least 50% of shares delivered until guideline met; as of December 16, 2024, all applicable directors were in compliance .
- Securities policies: Robust anti-hedging; pledging permitted only for shares exceeding required ownership; similar stock ownership policy described alongside executive policies .
Governance Assessment
- Strengths: Independent director with deep public company CFO/CEO experience; designated Audit Committee Financial Expert; active roles on Audit and Nominating & Governance committees with clear oversight scopes and regular meeting cadence (8 Audit; 4 N&G in 2024); director equity and ownership guidelines align incentives, with time-based RSUs and 5x retainer ownership requirement; no meeting fees and strong attendance expectations signal discipline .
- Watch items: As of March 31, 2025, Bartlett held no common shares and 1,973 vested but unsettled RSUs—investors may monitor progression toward ownership guideline given his March 2024 start and 5-year compliance window; director retainer increased in 2025 (to $100k cash, $230k equity), maintaining equity-heavy mix but raising fixed cash .
- Conflicts/related parties: Proxy independence review highlights a Westcor relationship involving Mr. Pandit; no Bartlett-related transactions were identified in that discussion .
- Safeguards: Clawback policy enhancements; anti-hedging/limited pledging; independent compensation consultant for executive pay (Farient); strong governance frameworks support investor confidence .