INNODATA INC

Although the Company has no policy regarding the retention of independent consultants to conduct competitive benchmarking and/or a peer group analysis, it has, from time to time, engaged such consultants to assist the Committee in the review and determination of various compensation matters.

Between June and December 2024 the Committee engaged an independent compensation consultant, Frederic W. Cook & Co., Inc. (“Cook”) to supplement the guidance provided by Cook in October 2023 after conducting an independent review of the Company’s executive compensation program and non-employee director compensation program and analyzing how the Company’s executive compensation and non-employee director programs compare to the competitive market. The supplemental guidance was requested in the light of the Company’s performance during 2024 as compared to the prior year.

In October 2025 the Committee engaged Cook to provide an executive compensation benchmarking analysis for the purpose of providing a competitive reference to pay levels for a company of Innodata’s size. Cook’s analysis covered base salaries, target bonuses, equity compensation levels and total direct compensation. The competitive benchmarks used by Cook were based on a sample of 75 software companies with a $2.5 billion median market cap from a nationally recognized survey. The median market cap was chosen based on the Company’s $2.5 billion market cap on October 27, 2025. The Committee also requested Cook to provide background and considerations related to the potential design of performance share unit (“PSU”) awards for executive officers, as well as stock ownership guidelines for executive officers and directors.