INNODATA INC

The primary elements of the Company’s Executive Compensation Program are described below. The Committee does not use a pre-set formula to allocate a percentage of total compensation to each compensation component, and the percentage of total compensation allocated to each compensation component varies among the executive officers.

Base Salary

The base salaries of our executive officers are designed to attract and retain a high performing and dedicated leadership team. The Committee reviews the performance evaluations and salary recommendations provided to the Committee by the CEO for each executive officer other than himself. Increases to the CEO’s base salary are determined by the Committee without a recommendation by Company management. Adjustments to base salary take into consideration the Company’s financial performance, and are determined based on the individual’s responsibility level, performance, contribution and length of service, as well as competitive market data and competitive benchmarks provided by Cook and any requirements set forth in the executive officer’s employment agreement. In December 2025, the Committee increased the base salaries of the named executive officers effective January 1, 2026, as set forth below.

Performance-Based Cash Incentives

Performance-based cash incentives provide the Company with a means of rewarding performance based upon the attainment of corporate financial goals, individual goals, and individual accomplishments and contributions to the Company. The Committee reviews the Company’s financial performance and individual performance, accomplishments and contributions, as well as recommendations provided to the Committee by the CEO for each executive officer other than the CEO. Cash incentives may be paid pursuant to an incentive compensation plan or as cash bonuses.

Based on the Company’s performance in the year ended December 31, 2025, and on each executive officer’s individual accomplishments and contributions towards the Company’s performance in 2025, and after considering the competitive benchmarks provided by Cook, in April 2026 the Committee awarded the following cash bonuses to named executive officers for the year ended December 31, 2025: $1,301,137 to Mr. Abuhoff, $342,013 to Ms. Espineli, $867,425 to Mr. Mishra, and $867,425 to Mr. Singhal.

Stock-Based Incentives

The Company views stock-based incentives as a critical component of its executive compensation program. The Committee believes stock-based incentives align the executive officers’ interests with those of stockholders in building stockholder value over the long term by tying a significant percentage of compensation to be realized by the executive officers to changes in stockholder value over the long term. The Committee also believes that stock-based incentives offer executive officers an incentive for the achievement of superior performance over time and foster the retention of key management personnel. The value of stock-based incentives the Committee awards each executive officer is based on his or her relative position, responsibilities and performance, including anticipated future performance, potential and responsibilities, and performance over the previous fiscal year, to the extent applicable. For awards to executive officers other than the Chief Executive Officer, the Committee also takes into account the recommendation of the Chief Executive Officer. The Committee also reviews and considers prior stock-based grants made to each executive officer.

In December 2025, the Committee awarded stock-based incentives in the form of restricted stock units (“RSUs”) and performance RSUs (“PRSUs”) to the executive officers. The target value of the stock-based incentives was weighted 50% in the form of RSUs and 50% in the form of PRSUs, and the PRSUs were weighted 50% to a financial performance objective, year-over year revenue growth and Adjusted EBITDA (the “Financial Performance Objective”) and 50% to a relative total shareholder return (“TSR”) performance objective, percentile Company TSR performance vs. comparator group (the “Relative TSR Performance Objective”). The target value of the stock-based incentives was based on the factors set forth above as well as on the competitive benchmarks provided by Cook.

The RSUs are settled in shares of the Company’s common stock upon satisfaction of service-based vesting conditions, and in the case of PRSUs, the applicable performance-based vesting conditions in addition to the service-based vesting condition. These awards serve the Company’s retention objectives as the executive officers must generally remain in continuous service with the Company throughout the multi-year vesting periods to fully earn the awards. In addition, since the value of these awards fluctuates with changes in the value of the underlying shares, they serve as an incentive that aligns the interests of the executive officers with the long-term interests of the Company’s stockholders. In particular, the PRSUs are specifically designed to motivate the Company’s executive officers to achieve performance targets set by the Committee. The Committee believes this further aligns interests with the Company’s stockholders in driving long-term company performance and growth in value. Together, RSUs and PRSUs are important tools to motivate and retain the Company’s executive officers, since the value of the awards is delivered to the executive officers over a three-year period, subject to their continued service.

The RSUs vest in three equal installments on December 31, 2026, December 31, 2027 and December 31 2028.

The performance period for the PRSUs with a Financial Performance Objective is January 1, 2026 through December 31, 2026. The PRSUs with a Financial Performance Objective performance vest on the date the Company determines the level of achievement of the Financial Performance Objective. The PRSUs that performance vest will time vest in three equal installments on the date the Company determines the achievement of the financial performance objective, December 31, 2027 and December 31, 2028, subject to continued service with the Company by the executive officer through such dates.

The performance period for the PRSUs with a Relative TSR Performance Objective is January 1, 2026 through December 31, 2028. PRSUs with Relative TSR Performance Objective performance vest on December 31, 2028 subject to continued service with the Company by the executive officer through such date.

Executive Officers will earn and become vested in the number of PRSUs with respect to the Target Number of Shares in the chart above based on the actual performance level achieved with respect to the Financial Performance Objective and the Relative TSR Performance Objective, subject to the satisfaction of the applicable service condition.

Benefits and Perquisites

The Company offers retirement, health, life, and disability benefits, as well as medical and dependent care reimbursement plans to all full-time employees. These plans do not discriminate in scope, terms or operation in favor of executive officers. In addition, in the year ended December 31, 2025, the Company reimbursed Mr. Abuhoff $7,859 for the cost of life and disability insurance premiums and related taxes pursuant to his employment agreement and provided Mr. Mishra a benefit of $68,700 for an apartment rental.

Severance and Change-of-Control

The Company uses severance and change-of-control agreements to attract and retain qualified, talented and dedicated executives and to help the Company remain competitive in the marketplace.

Results of 2025 Advisory Vote on Executive Compensation

At the 2025 Annual Meeting of Stockholders held in June 2025, the Company’s stockholders approved the 2024 compensation of the Company’s named executive officers by 94% of the votes cast. The Company considered these results when making decisions about its compensation practices for the year ended December 31, 2025. The Leadership and Compensation Committee values the stockholder feedback provided through the vote, as well as the feedback regarding Company performance received through conversations with stockholders after the vote. The Leadership and Compensation Committee will continue to review the Company’s executive compensation programs to assure that the compensation of the named executive officers remains consistent with the objectives stated above under “Overview of Executive Compensation Program” and reflective of the Company’s financial performance.