Vishal Chhibbar

About Vishal Chhibbar

Vishal Chhibbar (age 57) is Executive Vice President, International Growth Markets and Chief Growth Officer at EXL; he has served as Chief Growth and Strategy Officer since July 2023 and moved into his current remit with EXL’s 2025 operating model realignment. He previously served as EXL’s Chief Financial Officer (2009–2019) and held senior finance roles at GE Capital, American Express Bank, and Xerox, as well as CFO at Brillio and President/CFO at EPIQ prior to rejoining EXL in 2023 . Company performance during his recent tenure: 2024 revenue was $1.838B (+12.7% YoY), net income $198.3M (+7.4% YoY), diluted EPS +10% YoY; 1-year TSR was 43.9%, 3-year 53.3%, and 5-year 219.5%, with the company citing its 18th consecutive quarter of revenue growth by year-end 2024 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual cash incentive design: 75% Company metrics (Revenue 50%, Adjusted Operating Profit Margin 50%); 25% individual goals. Company achieved 99.4% of the revenue target ($1.84B target) and 99.2% of the AOPM target ($357.1M target), funding the Company-wide portion at 93.8% (94.9% for revenue leg and 92.6% for AOPM) for 2024 .
• Individual achievements (Chhibbar): grew total deal pipeline by ~50%, large deal wins +~22%, boosted win rates, revamped new-joiner training to cut first-year attrition in front-end roles .
• Target and payout: Target bonus opportunity 75% of base salary (max 150%); overall attainment 105% of target; 2024 cash incentive paid $394,917 .

Long-term incentives (granted 2024):

• Mix: 40% time-vested RSUs (25% per year over 4 years); 60% performance-vested RSUs split between Revenue-linked PRSUs (40% of PRSUs) and Relative TSR-linked PRSUs (60% of PRSUs), cliff vesting after a 3-year performance period (1/1/2024–12/31/2026). Revenue threshold schedule: 90%→25%, 100%→100%, 110%→200%; TSR percentile schedule: 20th→0%, 50th→100%, 80th→200%, with a negative TSR cap at 100% .

Payout history of prior PSU cohort: 2022–2024 PRSUs vested at 200% on both revenue (112.5% of target) and relative TSR (92nd percentile) .

Equity Ownership & Alignment

• Beneficial ownership: 40,876 shares as of March 31, 2025; includes 33,500 shares acquirable within 60 days via vested options; <1% of shares outstanding (162,683,343) .
• Unvested/Unexercised awards (12/31/2024 close price $44.38):
  • RSUs unvested: 22,348 ($991,804) .
  • PRSUs outstanding (shown at maximum levels): Revenue-linked up to 26,818 ($1,190,183) and TSR-linked up to 40,226 ($1,785,230) .
  • Stock options: 33,500 exercisable; 100,515 unexercisable; exercise price $30.15; expiration 7/10/2033; standard 25% annual vesting .

Ownership policies and restrictions:

• Stock ownership guideline: 2× base salary for executive committee members (includes NEOs); all covered executives were in compliance as of December 16, 2024 .
• Anti-hedging policy prohibits hedging by covered insiders; pledging is generally prohibited except for shares exceeding ownership guidelines .
• Clawback policy updated in 2023: mandatory recoupment for financial restatements and discretionary recoupment for misconduct; applies to incentive-based and may include time-based awards .

Employment Terms

Indicative payouts at 12/31/2024 (using $44.38 stock price):

Compensation Structure Analysis

• Mix and leverage: For 2024, a meaningful share of pay is at-risk: annual bonus tied 75% to financial metrics (revenue, AOPM) and 25% to role-specific goals; LTI is 60% performance-vested (revenue and relative TSR) and 40% time-vested RSUs, with a negative TSR cap to curb windfall payouts in down markets .
• Governance features: Robust clawback; strong stock ownership requirements; anti-hedging; limited perquisites; no excise tax gross-ups; independent compensation committee advised by an independent consultant (Farient) .
• Shareholder support: Say-on-Pay received approximately 98% approval for prior-year compensation, signaling investor alignment on program design .

Risk Indicators & Red Flags

• Equity concentration/vesting pressure: Significant PRSU cliff on 12/31/2026 could concentrate vest-driven supply in 2026; 2023 option grant adds exercisable supply as tranches vest annually through 2027 (strike $30.15) .
• Pledging/hedging: Policies mitigate risk; hedging prohibited, pledging only above guideline shares; executives in compliance as of 12/16/2024 .
• Contract protections: One-year non-compete/non-solicit supports retention but also creates transition risk if departure coincides with key sales cycles .

Say‑on‑Pay, Peer Group, and Process

• Process: Compensation and Talent Management Committee sets goals, certifies performance, and uses market data; Farient serves as independent advisor .
• Peer group (for 2024 decisions) included Genpact, WNS, Verisk, EPAM, TTEC, Teradata, Fair Isaac, Informatica, UiPath, Guidewire, among others; compensation targeted to be competitive versus market practice .
• Say-on-Pay: ~98% approval of 2023 NEO compensation at the 2024 annual meeting .

Investment Implications

• Alignment: High portion of variable, multi-year PRSUs tied to revenue growth and relative TSR, strong ownership/anti-hedge/pledge policies, and robust clawback—supportive of pay-for-performance and shareholder alignment .
• Retention vs. selling pressure: Three-year PRSU cliff in 2026 and ongoing option vesting provide retention hooks but may cluster settlement-related supply in late 2026; policy constraints reduce event-driven hedging risk .
• Execution: Individual sales leadership metrics (pipeline +~50%, large wins +~22%) and company KPIs (12.7% revenue growth, strong TSR) indicate momentum; sustaining multi-year revenue/TSR outperformance will be critical for 2026 PRSU outcomes and LTI realizations .
• Downside risks: Any deceleration in revenue or AOPM jeopardizes annual bonus funding; negative TSR cap limits upside on TSR PRSUs in a down tape; concentrated vest timing (2026) can create event risk if macro or company-specific performance softens into that window .

Notes: All data are from EXL’s 2025 DEF 14A proxy statement as cited above.