Vikas Bhalla
ExlService HoldingsAbout Vikas Bhalla
Vikas Bhalla (age 53) is President and Head of AI Services and Operations at EXL, promoted into this role with the company’s new operating model in 2025 after serving as President and Business Head, Insurance since April 2024; he has been with EXL since 2001 and is based in India . During 2024, EXL delivered revenue of $1,838.4M and net income of $198.3M, with a TSR index of 319 vs peer group 98, underscoring multi‑year value creation against its two‑company peer set; these performance outcomes inform NEO pay decisions and PRSU payouts (2022 PRSUs vested at 200% on both revenue and relative TSR) . His compensation emphasizes equity and pay‑for‑performance via a mix of time‑vested RSUs and three‑year PRSUs linked to revenue and relative TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EXL | President & Head of AI Services and Operations (Strategic Growth Unit) | 2025–present | Leads scaled AI services/operations under new operating model focused on IMUs and Strategic Growth Units . |
| EXL | President & Business Head, Insurance | 2024–2025 | Drove growth and client delivery in Insurance; role elevated from EVP reflecting segment scale . |
| EXL | EVP & Business Head, Insurance | 2014–2024 | Led Insurance vertical for a decade; core P&L ownership and client outcomes . |
| EXL India | Head of Outsourcing | 2009–2014 | Ran enterprise outsourcing portfolio; scale and margin stewardship . |
| EXL India | VP, Operations | 2006–2009 | Delivery leadership across large operations . |
| EXL India | VP, Migrations, Quality & Process Excellence | 2002–2006 | Built migration/quality frameworks underpinning scaled delivery . |
| EXL India | Director, Quality Initiatives | 2001–2002 | Early process excellence leadership at EXL India . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| General Electric (GE Plastics India) | Quality Leader; E‑Business Leader | 1998–2001 | Drove quality and early digital initiatives before joining EXL . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary / annual fixed compensation (USD) | $265,432 | $300,188 | $320,342 |
| Target bonus (% of base/fixed) | 75% | 75% | 75% |
| Actual annual incentive (USD) | $357,340 | $320,917 | $269,216 (105% overall attainment; paid Mar-2025) |
| India-specific allowances (structure) | — | Annual fixed comp includes travel, housing, automobile/driver, medical, Provident Fund, cash supplementary, gratuity (India) | Annual fixed comp includes travel, housing, automobile/driver, medical, Provident Fund, cash supplementary, gratuity (India) |
Performance Compensation
Annual Incentive Design and 2024 Outcomes
| Component | Weighting | Metric target framework | 2024 Actual vs Target | Payout impact |
|---|---|---|---|---|
| Company metrics (pooled) | 75% | 50% Revenue; 50% Adjusted Operating Profit Margin (AOPM) | Revenue 99.4%; AOPM 99.2% | Drives formulaic pool funding; NEO outcomes ranged 84%–117% of target |
| Individual performance | 25% | Role-specific goals | Not disclosed by metric | Bhalla overall 105% of target; cash bonus $269,216 |
Long-Term Equity (granted in 2024; three-year performance period)
| Grant date | Instrument | Count (target unless noted) | Max count | Grant date fair value (USD) | Performance measure | Vesting |
|---|---|---|---|---|---|---|
| 2/27/2024 | Time-vested RSUs | 38,316 | — | $1,165,956 | Service | Ratable 25% annually over 4 years |
| 2/27/2024 | PRSUs – Revenue-linked | 22,990 | 45,980 | $699,586 | 3‑yr aggregated revenue target | Cliff vest 12/31/2026, subject to performance |
| 2/27/2024 | PRSUs – Relative TSR-linked | 34,484 | 68,968 | $1,528,676 | 3‑yr relative TSR vs specified peer group | Cliff vest 12/31/2026, subject to performance |
| — | Historical PRSU payout (granted 2022) | — | — | — | 2022 cohort achieved 200% on both revenue (112.5% of target) and TSR (92nd percentile) | Vested at 200% of target in aggregate |
Change-in-control and termination mechanics for equity:
- Time-vested RSUs: on CIC, tranches vesting within 12 months accelerate; double-trigger (CIC + termination without cause/good reason) → full acceleration .
- Revenue-linked PRSUs: on CIC, deemed earned at 100% and convert to time-vested RSUs with deemed annual vesting; double-trigger → full vesting of converted RSUs .
- TSR-linked PRSUs: on CIC ≤1 year from grant → 100% deemed earned; after 1 year, earned based on actual TSR to CIC; then convert to time-vested RSUs with analogous acceleration and double-trigger protection .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 227,206 shares; includes 67,160 shares acquirable within 60 days via currently exercisable options; “<1%” of outstanding . |
| Stock options (as of 12/31/2024) | 67,160 exercisable; 201,490 unexercisable; strike $30.15; expiration 6/21/2033; standard 25% annual vesting . |
| Time‑vested RSUs outstanding (12/31/2024) | 9,175 (2/17/2021); 10,870 (2/16/2022); 13,200 (2/15/2023); 38,316 (2/27/2024); 1/4 per year vesting . |
| Share Matching Program (SMP) RSUs | 13,925 (3/31/2022 grant); 1/3 vested on 3/31/2024; remaining 2/3 vest on 3/31/2025 . |
| PRSUs outstanding (12/31/2024; amounts reflect maximum per proxy footnote) | 21,120 and 31,680 (2023 grants; vesting date 12/31/2025); 45,980 and 68,968 (2024 grants; vesting date 12/31/2026) . |
| Ownership guideline | 2× base salary for executive committee members (6× for CEO); excludes unearned PRSUs and options; all covered executives in compliance as of 12/16/2024 . |
| Hedging/pledging | Hedging prohibited; pledging permitted only for shares above guideline levels for “Reporting Persons” . |
| Clawback | Dodd‑Frank compliant restatement clawback plus misconduct trigger allowing recoupment (including time-based awards) . |
Employment Terms
| Term | Summary (Bhalla) |
|---|---|
| Target bonus opportunity | 75% of annual fixed/base compensation . |
| India-specific compensation | Fixed package includes travel, housing, automobile/driver, medical allowance, Employees’ Provident Fund contributions, cash supplementary allowance, statutory gratuity . |
| 2024 annual incentive result | 105% of target; paid $269,216 in Mar‑2025 (INR→USD at 85.615) . |
| Severance – cash (illustrative, proxy model) | Termination without cause/for good reason: base salary payout $385,446 at FY2024 year‑end modeling ; prior year model $335,304 . |
| Government‑required payouts (India) | “Government-required payouts” line item of $155,661 (2025 table) and $129,769 (2024 table) in certain termination/CIC scenarios . |
| Equity on CIC/termination | Single-trigger CIC: PRSUs convert to time-vested with partial acceleration; double‑trigger (CIC + termination without cause/good reason): full acceleration of earned/converted equity; death/retirement have defined pro‑rata rules . |
| Say‑on‑pay | ~98% approval for 2023 compensation at 2024 AGM; program emphasizes pay-for-performance and robust policies . |
Multi‑Year Compensation (Summary Compensation Table lines)
| Component (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $265,432 | $300,188 | $320,342 |
| Stock awards | $1,964,960 | $1,681,606 | $3,394,217 |
| Option awards | $0 | $3,230,785 | $0 |
| Non‑equity incentive plan comp | $357,340 | $320,917 | $269,216 |
| Change in pension/deferred comp | $20,200 | $5,642 | $29,540 |
| All other compensation | $18,233 | $18,383 | $18,644 |
| Total | $2,626,165 | $5,557,521 | $4,031,959 |
Company Performance Context (Pay vs Performance Table)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($ in millions) | 958 | 1,122 | 1,412 | 1,630.7 | 1,838.4 |
| Net income ($ in millions) | 89 | 115 | 143 | 184.6 | 198.3 |
| TSR index ($100=base) | 123 | 208 | 244 | 222 | 319 |
| Peer group TSR index | 102 | 130 | 116 | 89 | 98 |
Compensation Structure Analysis
- Mix shift toward RSUs/PRSUs in 2024 (no option grant vs. large 2023 option award), reducing leverage and potentially lowering risk while strengthening retention and alignment through multi‑year performance cycles .
- Annual incentive remained formulaic and consistent: 75% company metrics (revenue, AOPM) and 25% individual, with 2024 corporate performance ~99% of target for both revenue and AOPM; Bhalla’s payout at 105% indicates modest positive individual/corporate variance .
- PRSU design uses balanced revenue and relative TSR with up to 200% upside; 2022 cohort paid 200%, evidencing strong execution and investor returns in that window .
- Robust governance: clawback policy extends beyond restatements to misconduct; hedging prohibited; pledging restricted; stock ownership guideline at 2× salary and compliant as of 12/16/2024 .
Investment Implications
- Incentive alignment is strong: majority of long‑term value contingent on three‑year revenue and relative TSR, with disciplined CIC/double‑trigger treatment—supportive for long‑horizon investors and lowers windfall risk .
- 2024 shift away from options to RSUs/PRSUs reduces volatility in realized pay and can temper forced selling pressure from option exercises; remaining 6/21/2033 options are in‑the‑money at the 12/31/2024 close ($44.38 vs $30.15 strike), a medium‑term supply consideration around vest/exercise windows .
- Execution track record (revenue growth and TSR) has translated to max PRSU payouts on the 2022 cycle; sustaining outperformance sets a higher bar for future vesting and pay‑for‑performance credibility .
- Governance risk mitigants (clawback, ownership, anti‑hedging/pledging) and strong say‑on‑pay support (~98%) reduce compensation‑related overhang; India‑based fixed‑comp structure and localized “government‑required payouts” should be monitored in severance/CIC modeling for non‑U.S. executives .