Vikram Pandit
ExlService HoldingsAbout Vikram Pandit
Independent Lead Director at EXL; former Board Chair, appointed Lead Director in April 2024 when the CEO became Chairman, with responsibilities including assisting Nominating & Governance on nominations/independence, overseeing director orientation/education, presiding in executive sessions when needed, and engaging external stakeholders . Pandit holds 1,551,970 EXLS shares beneficially (plus 55,595 vested but unsettled RSUs), with shared voting/dispositive control through Orogen Echo LLC and The Orogen Group, where he is Chairman & CEO . The Board reviewed routine arrangements between EXL and Westcor Land Title Insurance Company, where Pandit serves as a non‑executive director with an immaterial indirect interest via Orogen, and determined he meets Nasdaq and SEC independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EXL | Board Chair (prior to Apr 2024); then Lead Director | Lead Director since Apr 2024 | Leads director orientation/education, assists Nominating & Governance on nominations/independence; presides executive sessions as needed |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| The Orogen Group LLC | Chairman & CEO | Not disclosed | Controls Orogen Echo LLC that holds EXLS shares (shared voting/dispositive control) |
| Westcor Land Title Insurance Company | Non‑executive Director | 2024 | Board considered routine EXL–Westcor arrangements and Pandit’s immaterial indirect interest; independence maintained |
Board Governance
- Independence: All directors except the CEO are independent; Pandit’s relationships (Orogen/Westcor) were reviewed and deemed immaterial, preserving independence under Nasdaq and federal securities laws .
- Leadership structure: Combined Chair/CEO with a Lead Director (Pandit); he assists nominations/independence, oversees director orientation/education, and meets external parties; independent directors meet at least quarterly in executive session .
- Committee memberships: Compensation & Talent Management Committee (member); Nominating & Governance Committee (member) .
- Committee activity: Compensation & Talent Management had 4 meetings in 2024; Nominating & Governance had 4; Audit had 8 (Pandit not listed on Audit) .
- Succession oversight: Board (without CEO), guided by Lead Director, annually reassesses CEO succession and contingency plans; Compensation & Talent Management aligns compensation strategies for retention .
Fixed Compensation
| Component (FY2024 for Non‑Exec Directors) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | Standard cash retainer for non‑exec directors in 2024 |
| Annual Equity (Time‑Vested RSUs) | $215,000 | Standard equity retainer in RSUs for non‑exec directors in 2024 |
| Lead Director Additional Equity | $100,000 | Additional RSUs for Board Chair/Lead Director in 2024 |
| Vikram Pandit – Cash Fees | $85,000 | Fees earned/paid in cash, FY2024 |
| Vikram Pandit – Stock Awards (RSUs) | $315,000 | Aggregate grant‑date fair value of RSUs, FY2024 |
| Vikram Pandit – Total FY2024 | $400,000 | Total director compensation FY2024 |
| FY2025 Program Update | $100,000 cash; $230,000 equity | New standard retainers effective 2025; no meeting fees; RSU vesting/settlement schedules detailed in proxy |
Performance Compensation
| Metric / Vehicle | Status | Notes |
|---|---|---|
| Performance‑based equity (PSUs) | Not applicable | Non‑exec directors receive time‑based RSUs; no PSUs or performance metrics for director equity grants |
| Meeting Fees | None | No additional meeting fees for attendance (in person/telephonic/otherwise) |
Other Directorships & Interlocks
| Entity | Relationship | Potential Conflict Considerations |
|---|---|---|
| Westcor Land Title Insurance Company | Non‑exec Director | EXL had routine service arrangements with Westcor; Pandit’s interest via Orogen deemed immaterial; independence maintained |
| The Orogen Group / Orogen Echo LLC | Chairman & CEO / Shareholder | Orogen Echo LLC holds EXLS shares; Pandit has shared voting/dispositive control; alignment via ownership; no related‑party transactions disclosed for Pandit |
Expertise & Qualifications
- Board leadership and governance: Prior EXL Board Chair; current Lead Director with responsibilities across nominations, independence, director education, and executive sessions .
- Capital markets/ownership: Significant beneficial ownership through Orogen structures; shared voting/dispositive control indicates influence and alignment .
Equity Ownership
| Holder | Shares Beneficially Owned | Vested but Unsettled RSUs | Total | Ownership % of Outstanding |
|---|---|---|---|---|
| Vikram S. Pandit | 1,551,970 | 55,595 | 1,607,565 | Not disclosed |
- Unvested director RSUs outstanding (as of 12/31/2024): Pandit 10,344 RSUs .
- Stock ownership policy: Non‑exec directors must hold at least 5× annual cash retainer; new directors have 5 years to comply; all applicable directors were in compliance as of Dec 16, 2024 .
- Anti‑hedging/pledging: Hedging prohibited for directors; pledging only permitted for shares exceeding ownership requirements under policy .
Governance Assessment
- Board effectiveness: Dual Chair/CEO paired with a strong Lead Director (Pandit) enhances independent oversight (nominations, independence reviews, education, executive sessions), and formal succession oversight is explicitly guided by the Lead Director, supporting governance quality .
- Independence and conflicts: Board reviewed Westcor routine arrangements and Pandit’s immaterial indirect interest; found independence intact; no disclosable related‑party transactions involving Pandit in FY2024, reducing conflict risk .
- Alignment: Material beneficial ownership (1.55M shares plus RSUs) via Orogen suggests meaningful economic alignment with shareholders; robust director ownership guidelines and compliance further support alignment .
- Compensation signals: Director mix is cash + time‑vested equity; no performance grants, meeting fees, or perquisites; 2025 increases to cash/equity retainers are modest and in line with market practice, with added equity for Lead Director role consistent with responsibilities .
- Shareholder confidence: Say‑on‑Pay received ~98% approval for FY2023 compensation (voted at 2024 AGM), indicating broad investor support for EXL’s compensation governance, indirectly bolstering board credibility .
RED FLAGS: None disclosed specific to Pandit. Board documented independence review of Westcor/Orogen ties; no related‑party transactions for Pandit; anti‑hedging/pledging policies in place .