Genpact LTD

This proxy statement contains information about the 2024 Annual General Meeting of Shareholders of Genpact Limited, which we refer to in this proxy statement as the “annual meeting” or the “meeting.” The annual meeting will be held on Thursday, May 2, 2024, at 5 Merchant Square, 5th Floor, London, W2 1AY United Kingdom. The annual meeting will commence at 12:00 p.m. local time.

This proxy statement is furnished by the board of directors of Genpact Limited, which is also referred to as “Genpact” or the “Company” in this proxy statement, in connection with the solicitation of proxies for use at the annual meeting and at any postponement or adjournment of the annual meeting. All proxies will be voted in accordance with the instructions they contain. If no instruction is specified on a proxy, it will be voted in accordance with the recommendation of our board of directors. The board of directors recommends that you vote FOReach director nominee included in Proposal No. 1 and FORProposal Nos. 2 and 3. A shareholder may revoke any proxy at any time before it is exercised by voting at a later date online or by telephone, by giving our Corporate Secretary written notice to that effect either before or at the annual meeting, by signing and submitting another proxy with a later date, or by attending the annual meeting in person and voting such holder’s shares.

A Notice Regarding the Availability of Proxy Materials with instructions for how to access the proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 via the Internet (or how to request a paper copy) and how to vote online will be mailed to shareholders on or about March 21, 2024. If you request a paper copy of the proxy materials, you may also vote by telephone or by mailing a proxy card in accordance with the process described in the proxy materials.

In this proxy statement we make reference to materials available on our website, www.genpact.com. Our website address is provided for convenience only. We are not including the information on our website, or any information which may be linked through our website, as a part of this proxy statement, nor is it incorporated herein.

Voting matters

Director nominees

Diversity of the director nominees

Skills matrix

2023 Compensation Highlights

2023 Pay Mix

Our 2023 compensation program ensures that our short- and long-term compensation plans incentivize the achievement of our business objectives, are responsive to shareholder feedback and align our executives’ interests with those of our shareholders.

See “Compensation discussion and analysis” on page 29.

Equity vehicle mix

The balance in our long-term incentive compensation between RSUs and PSUs incentivizes growth and long-term share price appreciation, rewards continued service and aligns with shareholder interests.

2023 PSUs

Our 2023 PSU metrics focus on execution, revenue growth and profitability over the three-year period from 2023 to 2025:

Shareholder Responsiveness

Our 2023 long-term incentive program incorporates significant changes in response to shareholder feedback:

See “2023 Shareholder feedback and responsiveness” on page 33.

2023 Corporate

governance highlights

Shareholder engagement

Engaged in shareholder outreach to investors representing more than 70% of our shares outstanding in 2023. (See “Compensation discussion and analysis—Shareholder engagement” on page 32 for more information.)

Compensation Clawback Policy

Adopted a compensation clawback policy in October 2023. (See “Compensation discussion and analysis—Compensation clawback policy” on page 46 for more information.)