Michael Weiner

About Michael Weiner

Michael Weiner, 53, has served as Senior Vice President and Chief Financial Officer of Genpact since August 2021, with prior roles including EVP, CFO & Treasurer of National General Holdings (2010–2021) and earlier positions at Ally Financial’s GMAC Insurance, Cerberus Operations & Advisory, Citigroup, KPMG, and Bankers Trust . Under his finance leadership, Genpact delivered 2024 adjusted operating income margin of 17.1% (a 10 bps increase, highest annual level), adjusted diluted EPS of $3.28 (+10% YoY), and operating cash flow of $615M, while returning $361M to shareholders; 2025 Q3 results included net revenues +6.6% YoY and diluted EPS +12.2% YoY . His incentive design emphasizes revenue, adjusted EPS and AOI margin, with three‑year PSUs (revenue and adjusted EPS weighted 50/50 with rTSR modifier) and RSUs, and a clawback and hedging/pledging prohibition to align with shareholders .

Past Roles

External Roles

• Not disclosed in company filings reviewed. (No public company directorships noted for Weiner.)

Fixed Compensation

Notes:

• Annual NEO target bonus set at 100% of base salary (other than CEO) .
• 2024 actual cash bonus paid to Weiner was $591,995 .

Performance Compensation

Annual Bonus – Structure and Outcomes

Most important measures linking 2024 compensation: Revenue, Adjusted EPS, AOI margin, Employee engagement .

Long-Term Incentives (LTI) – 2024 Grants

Historical awards under employment agreement:

• Option for 298,864 shares: 50% vested Aug 2, 2024; remaining 50% vests Aug 2, 2026 (continued service) .
• 2021 RSUs: 39,169 shares, vested in two equal installments on Aug 2, 2022 and 2023 .
• 2021 PSUs: 19,584 target shares, vested Jan 10, 2024 .

Multi‑Year Compensation (Summary Compensation Table)

Equity Ownership & Alignment

Beneficial Ownership (as of Mar 25, 2025)

• Shares outstanding basis: 174,870,928 common shares (for percent calculations in table) .
• Hedging/Pledging: Prohibited by insider trading policy .
• Executive Share Ownership Guidelines: CFO must hold at least 1x base salary in Genpact shares; five‑year phase‑in; retain 100% net shares until compliant; all NEOs were in compliance as of Dec 31, 2024 .

Outstanding Equity Awards (Dec 31, 2024)

Vesting schedules:

• 2024 RSUs: one‑third each Jan 10, 2025–2027 .
• 2024 PSUs: performance 2024–2026 with service through Mar 10, 2027 .
• 2021 option: second 50% tranche vests Aug 2, 2026 .

Upcoming Vesting/Selling Pressure Indicators

• Jan 10, 2026 and Jan 10, 2027: Remaining RSU tranches from 2024 grant (total 79,017 across 3 years) .
• Aug 2, 2026: 149,432 options vest; exercise price $51.06; expiry 8/9/2031 .
• Mar 10, 2027: 2024 PSUs eligible based on performance through 2026 and continued service .
  Retention mitigants: 100% net‑share retention until ownership guideline met; hedging/pledging ban .

Employment Terms

• Start Date/Role: CFO since August 2021 .
• Agreement: Indefinite term; annual base salary initially $600,000; target bonus 100% of salary; base salary set at $650,000 for 2024 .
• Severance (termination without cause or for “good reason”):
  • Cash: 12 months’ base salary paid over 12 months plus pro‑rated target bonus;
  • Health benefits: lump‑sum equal to 18 months of coverage cost;
  • Equity: if before or >24 months after a change of control, 12 months’ additional vesting credit; if within 24 months after a change of control, full vesting of time‑based awards and PSUs (double‑trigger) .
• Restrictive Covenants: 1‑year non‑competition and non‑solicitation post‑termination .
• 2024 Termination/Change‑of‑Control Economics (as of 12/31/2024):
  • Involuntary without cause or good reason: Cash $1,300,000; Equity $1,377,364; Health & Welfare $39,587; Total $2,716,950 .
  • Death/Disability equity acceleration: $3,866,220 .
  • Change of Control (accelerated vesting if awards not assumed/substituted/continued): $8,030,452 .

Performance & Track Record (during CFO tenure)

Role expansion: Assumed interim Principal Accounting Officer responsibilities in Sep 2025 following CAO departure .

Compensation Structure Analysis

• High at‑risk mix: ~80% of other NEO target direct compensation is variable (annual bonus + PSUs/RSUs); aligns Weiner’s pay to performance .
• Shift to RSUs and multi‑year PSUs: From 2023 onward, annual PSUs moved to three‑year cycles and time‑based options replaced by RSUs; PSUs now include rTSR modifier—tightening alignment and decreasing risk versus options .
• Retention overlay: 2024 one‑time retention RSUs of $2M for Weiner during CEO transition; increases time‑based equity and near‑term vest cadence—moderate retention benefit but could create scheduled selling windows unless offset by ownership‑retention rules .
• Risk controls: Clawback policy for certain restatements; hedging/pledging prohibited; trading windows with pre‑clearance .

Investment Implications

• Alignment and retention: Strong ownership requirements (1x salary), 100% net‑share retention until compliant, and hedging/pledging prohibitions reduce misalignment/hedging risk; all NEOs in compliance as of 12/31/2024 .
• Near‑term selling pressure: Scheduled RSU tranches (Jan 2026/2027) and option vest (Aug 2026) could create episodic liquidity events; mitigated by ownership‑retention rules .
• Change‑of‑control economics: Double‑trigger acceleration and sizable equity acceleration ($8.03M scenario) could influence strategic optionality but are standard; severance multiples are moderate (1x salary plus pro‑rated bonus) .
• Execution track record: Continued margin expansion, double‑digit adjusted EPS growth, robust cash generation and capital returns under the CFO are positives for credibility of forward guidance and capital allocation discipline .