BK Kalra
GenpactAbout BK Kalra
Balkrishan “BK” Kalra is Genpact’s President and Chief Executive Officer (CEO) and a director since 2024; he is 55 years old as of the 2025 proxy. Prior to becoming CEO on February 9, 2024, he led Genpact’s Consumer & Healthcare segment from 2008–Feb 2024 and Financial Services from 2020–Feb 2024, giving him deep domain and go-to-market experience across major verticals . Under his CEO tenure, Genpact delivered 2024 net revenues of $4.77B (+6.5% YoY), adjusted diluted EPS of $3.28 (+10% YoY), and cash from operations of $615M (+25% YoY), with new bookings of ~$5.7B (+15% YoY) and higher-than-target 2024 PSU performance on both adjusted EPS and revenue goals, signaling execution momentum in revenue growth and profitability .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Genpact | President & CEO; Director | Feb 2024–present | Shifted LTI design to emphasize multi-year execution; delivered 2024 bookings +15% YoY and higher-than-target PSU year-1 performance . |
| Genpact | SVP & Global Business Leader, Consumer & Healthcare | 2008–Feb 2024 | Led a core growth segment; drove BU-level revenue, bookings, and margins targets in annual scorecards . |
| Genpact | SVP & Global Business Leader, Financial Services | 2020–Feb 2024 | Added responsibility for FS; BU accountability across qualified inflows, renewals, AOI and gross margin . |
External Roles
- None disclosed in proxy filings for public-company boards beyond Genpact; section lists other directors’ outside boards but not BK Kalra .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $750,000 | $875,000 (effective Feb 9, 2024) |
| Target bonus ($) | $750,000 (100% of base) | $1,100,000 (≈125% of base; prorated target $1,062,705 for 2024) |
| Actual bonus paid ($) | $505,122 | $1,105,213 |
Performance Compensation
Annual Bonus Plan Mechanics (Company-level)
| Metric | Weight | Threshold | Target | Outstanding | 2024 Actual/Outcome |
|---|---|---|---|---|---|
| Adjusted Income from Operations (AOI) margin | 45% | 98% | 100% | 102% | Lower-than-target but above threshold; committee reduced pool; Company Multiplier ≈100% |
| Revenue | 45% | 99% | 100% | 104% | Higher-than-target |
| Employee engagement score | 10% | 92% | 100% | 108% | Higher-than-target |
Bonus formula for CEO: Target bonus × individual scorecard achievement (0–150%) × Company Multiplier (~100%) .
Long-Term Incentives (PSUs and RSUs)
| Element | 2023 Design | 2024 Design |
|---|---|---|
| PSU performance metrics and weights | Adjusted EPS 75%; Revenue 25%; 3-year period (2023–2025); rTSR modifier 0.8x–1.2x vs S&P 400; absolute TSR governor | Adjusted EPS 50%; Revenue 50%; 3-year period (2024–2026); rTSR modifier 0.8x–1.2x vs S&P 400 |
| PSU payout grid | Below Threshold 0%; Threshold 50%; Target 100%; Outstanding 200% | Below Threshold 0%; Threshold 50%; Target 100%; Outstanding 200% |
| Average hurdle levels (multi-year) | Adjusted EPS: 97%/100%/103%; Revenue: 97%/100%/102% | Adjusted EPS: 99%/100%/105%; Revenue: 98%/100%/103% |
| 2024 year performance | 2023 PSUs: below target EPS and below-threshold revenue (year-1) | Higher-than-target performance for both Adjusted EPS and Revenue in 2024 (year-1) |
| RSU vesting | 1/3 annually on Jan 10, 2024–2026 | 1/3 annually on Jan 10, 2025–2027 |
BK Kalra – 2024 LTI Grants
| Metric | Target shares / units | Notes |
|---|---|---|
| PSU target shares | 96,848 | 3-year performance (2024–2026), service vest March 10, 2027; rTSR modifier 0.8x–1.2x |
| RSUs | 96,848 | Vest 1/3 on Jan 10, 2025, 2026, 2027 |
| Total 2024 LTI target value ($) | $6,545,000 | PSU $3,272,500; RSU $3,272,500 |
Equity Ownership & Alignment
| Ownership metric | Mar 8, 2024 | Mar 25, 2025 |
|---|---|---|
| Total beneficial ownership (#) | 871,902 | 922,263 |
| % of shares outstanding | <1% | <1% (based on 174,870,928 shares) |
| Direct shares held (#) | 135,779 | 161,634 |
| Options exercisable within 60 days (#) | 736,123 | 760,629 |
| RSU/PSU unvested (selected counts; 12/31/2024) | RSUs: 40,249 (2022 award), 10,528 (2023 award), 96,846 (2024 award) | PSUs: 44,927 (2023 award), 96,848 (2024 award) |
- Stock ownership guidelines: CEO must hold shares equal to 6x base salary; all NEOs were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for employees, officers, and directors .
- 2024 realized activity: 13,600 options exercised (value realized $230,534) and 32,615 shares vested (value realized $1,117,716) .
Outstanding Options and Key Vesting/Expiration Dates (as of 12/31/2024)
| Grant detail | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Vesting notes |
|---|---|---|---|---|---|
| 4/1/2016 option | 56,400 | — | 27.65 | 3/31/2026 | Fully vested 1/10/2021 |
| 3/30/2017 option | 70,000 | — | 24.74 | 3/29/2027 | Fully vested 1/10/2022 |
| 4/2/2018 option | 70,000 | — | 31.50 | 4/1/2028 | Fully vested 4/2/2023 |
| 1/10/2019 option | 432,261 | — | 27.70 | 1/9/2029 | Fully vested 1/10/2024 |
| 3/4/2021 option | 93,862 | 93,862 | 39.97 | 3/3/2031 | Remaining 50% vests 1/10/2026 |
| 1/10/2022 option | — | 103,412 | 52.12 | 1/9/2032 | Vests 50% on 1/10/2025 and 50% on 1/10/2027 |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended and restated employment agreement dated Nov 8, 2023; effective Feb 9, 2024; indefinite term . |
| Good reason | Material reduction in authorities/duties or base salary (with 30-day cure) . |
| Severance (no change-of-control) | Cash equal to 2x base salary + target bonus, plus pro-rated target bonus for year of termination; lump-sum equivalent of 18 months’ health benefits . |
| Equity (no change-of-control) | Partial acceleration: options/RSUs vest on termination; PSUs vest at end of service period for shares that would vest with 12 months of continued service . |
| Change-of-control (CoC) treatment | If awards not assumed/substituted/continued, full vesting at CoC; if assumed/substituted/continued, full vesting upon qualifying termination within 24 months post-CoC; PSUs pay at target if CoC before performance end; at actual performance if after performance end but before service vest date . |
| Post-termination covenants | Non-compete and non-solicit for one year after termination; release required to receive severance . |
| Clawback | Section 16 officer clawback adopted Oct 2, 2023 for restatements; includes recoupment for improper conduct; applies to equity and cash incentives . |
| Insider trading | Formal policy; prohibits hedging/pledging; directors/officers subject to trading windows and pre-clearance . |
Board Governance and Director Service
- Director since 2024; not independent under NYSE standards as an employee-director .
- Board leadership: CEO and Chair roles are separate; independent Chair (James Madden) leads executive sessions each quarterly meeting .
- Committees: All committees are fully independent; BK does not participate in meetings evaluating his compensation/performance .
- Committee chairs: Audit—Mark Verdi; Compensation—Carol Lindstrom; Nominating & Governance—Laura Conigliaro .
- Board meetings: 8 meetings in 2024; directors averaged 91% attendance; all attended ≥75% .
Director Compensation Framework (Non-Employee Directors)
| Component | Amount/Structure |
|---|---|
| Annual retainer (cash+equity) | Total $280,000; RSU grant $210,000 (May 2, 2024); RSUs vested Dec 31, 2024; shares issuable Dec 31, 2025 . |
| Board Chair additional RSU | $120,000 annual RSUs; vest Dec 31 of grant year; shares issued end of subsequent year . |
| Chair retainers | Audit $47,500; Compensation $32,500; Nominating & Governance $32,500 . |
| Committee membership retainers | Audit $22,500; Compensation $17,500; Nominating & Governance $17,500 . |
| Director ownership guideline | 5x annual cash retainer; 5-year phase-in; hedging/pledging prohibited . |
Compensation Structure Analysis
- Strong at-risk pay: 90% of CEO target direct comp is variable; 77% is long-term incentives; aligns with shareholders .
- Shift from options to RSUs: Periodic multi-year options eliminated; annual RSUs introduced beginning 2023; PSUs extended to 3-year performance with rTSR modifier—reduces risk and emphasizes sustained performance .
- Peer benchmarking: 2024 CEO target total direct compensation positioned below the 25th percentile vs ISS/custom peer groups, with base near/under 25th and LTI ~25th–median—limits pay inflation risk .
- Say-on-pay support: 91% approval in 2024; prior years ~96% (2022), ~93% (2023) .
Performance & Track Record
| Metric (company-level) | 2023 | 2024 |
|---|---|---|
| Net revenues ($000) | 4,476,888 | 4,767,139 |
| Net income ($000) | 631,255 | 513,670 |
| TSR – value of $100 initial investment | 86 (G) / 170 (peer group) | 108 (G) / 184 (peer group) |
| New bookings ($B) | 4.9 (updated def would be ~$5.0) | ~5.7 (updated def) |
| Cash from operations ($M) | — | $615 |
Highlights:
- 2024: Higher-than-target results on both PSU metrics (Adjusted EPS and Revenue) for the first performance year; and higher-than-target revenue/engagement in annual bonus metrics, though AOI was below target—Company Multiplier ≈100% .
- Partnerships: Partner-related revenue grew ~50% YoY; Tier 1 status with AWS, Salesforce, ServiceNow; progressing with Microsoft, Databricks .
Risk Indicators & Red Flags
- Hedging/pledging prohibited and enforced by policy; director/officer trading windows apply .
- Clawback in place since Oct 2023; rTSR modifier includes guardrails (absolute TSR governor for 2023 awards) .
- No related-party transactions involving BK Kalra disclosed; one employment relationship disclosed for another executive’s relative; none others in 2024 .
- Option repricing/exchanges prohibited without shareholder approval; no tax gross-ups except relocation .
Compensation Peer Groups
- CEO peer groups (ISS + customized): Includes Broadridge, Gartner, Cognizant, Infosys, WEX, Equifax, Jack Henry, WNS, Wipro, TCS, etc. .
- NEO peer groups: Accenture, Gartner, HCL Tech, Infosys, TCS, WNS, Capgemini, IBM, Akamai, EXLS, etc. .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2022 | ~96% |
| 2023 | ~93% |
| 2024 | ~91% |
The compensation committee engaged extensively with shareholders, adopted a 3-year PSU with rTSR and moved from options to annual RSUs beginning 2023 .
Equity Vesting Schedules and Upcoming Supply
| Instrument | Vesting schedule | Upcoming key dates |
|---|---|---|
| 2024 RSUs (96,848 units) | 1/3 annually | Jan 10, 2025; Jan 10, 2026; Jan 10, 2027 |
| 2024 PSUs (96,848 target) | 2024–2026 performance; service vest | March 10, 2027 (service vest date) |
| 2023 RSUs (10,528 units remaining as of 12/31/2024) | 1/3 annually | Jan 10, 2025 (final tranche) |
| 2023 PSUs (44,927 units at target as of 12/31/2024) | 2023–2025 performance; service vest | March 10, 2026 (service vest date) |
Insider-selling pressure may arise around scheduled vest dates and option exercises; 2024 activity shows modest option exercise and vesting value realized by BK, with hedging and pledging prohibited by policy .
Employment & Contracts
| Item | Detail |
|---|---|
| Start date in current role | February 9, 2024 |
| Contract term | Indefinite; severance defined |
| Non-compete/non-solicit | One year post-termination |
| Severance multiple | 2x base + target bonus; pro-rated target bonus; benefits |
| CoC trigger | Double-trigger vesting if awards assumed; single-trigger vesting if not assumed |
Investment Implications
- Alignment: CEO’s variable-heavy compensation, multi-year PSU metrics (balanced EPS/revenue) and 6x salary ownership guideline support pay-for-performance and shareholder alignment; 2024 PSU year-1 overachievement is a positive signal for leverage to execution .
- Supply overhang: RSU tranches on Jan 10 in 2025–2027 and PSU service vest in March 2027 create predictable issuance; 2024 vesting and modest option exercises suggest limited near-term selling pressure, mitigated by ownership guidelines and trading window controls .
- Retention/CoC: Severance economics are standard and coupled with partial equity acceleration outside CoC and full acceleration on double-trigger post-CoC—balanced retention with shareholder protections; clawback and hedging/pledging prohibitions reduce governance risk .
- Governance: Dual role CEO/director is mitigated by an independent Chair, fully independent committees, and CEO recusal from his compensation/performance sessions; strong say-on-pay support (~91%) and shareholder-responsive plan design changes lower governance overhang .
Note: All data are from Genpact Limited’s DEF 14A (2024, 2025) and 8-K filings cited above.