Stock ownership of
directors, executive officers and certain beneficial owners
(1) Unless
otherwise noted, the business address of each beneficial owner is c/o ExlService Holdings, Inc., 320 Park Avenue, 29th Floor, New York, New York 10022.
(2) Based
on 33,328,744 shares outstanding as of the Determination Date.
(3) For non-management directors, this column includes
restricted stock units (previously granted for service on the Board) that have vested but are unsettled. Because vested restricted stock units generally settle 180 days following the directors term of service (see Director compensation
for fiscal year 2021 for additional details on settlement), the units are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the underlying stock within 60 days of the Determination Date.
However, restricted stock units that are vested but unsettled provide a meaningful alignment with the Companys stockholders, and they count towards our stock ownership policy for non-employee directors,
which requires directors to maintain stock ownership of at least five times their respective annual retainers.
(4) Based on the Schedule 13G/A filed on January
28, 2022, BlackRock, Inc. had sole voting power with respect to 4,947,704 shares and sole dispositive power with respect to 4,986,346 shares. The business address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10022.
(5) Based on the Schedule 13G/A filed on February 10, 2022, The Vanguard Group, Inc. had shared voting power with respect to 62,521 shares, sole dispositive
power with respect to 3,474,157 shares and shared dispositive power with respect to 91,917 shares. The business address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355.
(6) Based on the Schedule 13G/A filed on February 9, 2022, FMR LLC had sole voting power with respect to 600,920 shares and sole dispositive power with respect
to 2,056,711 shares. The business address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
(7) The amount includes: (a) 177,134 shares of our common
stock owned indirectly by Mr. Kapoor through a family trust created in 2016 under a 2005 grantor-retained annuity trust, for which Mr. Kapoors spouse and Mr. Kapoors brother are the
co-trustees and share dispositive and voting control over the shares in the trust, (b) 40,219 shares of our common stock owned indirectly by Mr. Kapoor through a family trust created in 2016 under a 2013
grantor retained annuity trust, for which Mr. Kapoors spouse and Mr. Kapoors brother are the co-trustees and share dispositive and voting control over the shares in the trust, (c) 84,000
shares of our common stock owned indirectly by Mr. Kapoor through a spousal lifetime access trust, for which Mr. Kapoors spouse and Mr. Kapoors brother are the co-trustees and share
dispositive and voting control over the shares in the trust, (d) 84,000 shares of our common stock owned indirectly by Mr. Kapoor through a spousal lifetime access trust for Mr. Kapoors spouse, for which Mr. Kapoor and
Mr. Kapoors brother are the co-trustees and share dispositive and voting control over the shares in the trust, and (e) 97,185 shares of our common stock owned indirectly by Mr. Kapoor through a
family trust created in 2016 for which Mr. Kapoor is the investment advisor to Commonwealth Trust Company, the trustee.
(8) This amount consists of 3,093
shares of our common stock of which Ms. Minto has the right to acquire beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.
(9) Mr. Pandit has shared dispositive and voting control over the reported securities, which are held by Orogen Echo LLC (OE). The Orogen Group LLC
(Orogen) is the sole member of OE and Mr. Pandit is the Chairman and Chief Executive Officer of Orogen. Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the sole members with joint investment control of Orogen. Mr. Pandit has
majority voting control of Orogen Holdings LLC.
(10) This amount includes 1,854 shares of our common stock owned indirectly by Mr. Staglin through an
irrevocable family trust created in 2018, for which Mr. Staglins spouse is the sole beneficiary and trustee with sole dispositive and voting control over the shares in the trust.
(11) Includes all eight current non-employee directors and our 10 current executive officers.
(12) This amount includes an aggregate of 3,093 shares of our common stock of which our current directors and current executive officers have the right to acquire
beneficial ownership within 60 days of the Determination Date pursuant to currently vested and exercisable stock options.
|
|
|
|
|
|
|
|
|
|
|
EXL 2022 Proxy Statement |
|
/ |
|
105 |
|
|