Genpact LTD
For the period ended Apr 23, 2026. Filed Mar 11, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 23, 2026 · Filed Mar 11, 2026
Contents
Proxy summary
This proxy statement contains information about the 2026 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, April 23, 2026, at 521 Fifth Avenue, 14 th Floor, New York, NY 10175. 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, 2025 via the Internet (or how to request a paper copy) and how to vote online will be mailed to shareholders on or about March 11, 2026. 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
| Proposals · Standards · Board recommendation · Page | ||||
|---|---|---|---|---|
| 1 | Elect ten (10) directors to hold office until the next annual election or the election and qualification of their successors | Majority ofVotes Cast | FOReach nominee | 19 |
| 2 | Approve, on a non-binding, advisory basis, the compensation of our named executive officers | Majority ofVotes Cast | FOR | 67 |
| 3 | Approve the appointment of KPMG Assurance and Consulting Services LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026 | Majority ofVotes Cast | FOR | 69 |
| 1 | 2026 Proxy Statement |
Key financial highlights from 2025
$5.08 BILLIONNet revenues were $5.08 billion, up 6.6% year-over-year (6.4% on a constant currency basis).
$813 MILLIONCash generated from operations was $813 million, including $170 million in client prepayments. Cash generated from operations was $643 million net of the client prepayments, up 4.5% year-over-year.
$401 MILLIONCapital returned to shareholders of $401 million, including $118 million in dividend payments and $283 million in share repurchases.
$3.13 per share Diluted earnings per share of $3.13, up 9.8% year-over-year.
$3.65 per shareAdjusted diluted earnings per share of $3.65, up 11.3% year-over-year.
Director nominees
| Name · Age · Current committees · Directorsince | ||
|---|---|---|
| Laura Conigliaro | 80 | 2013 |
| Nicholas Gangestad | 61 | 2024 |
| John Hinshaw | 55 | 2025 |
| Balkrishan “BK” Kalra | 56 | 2024 |
| Carol Lindstrom | 72 | 2016 |
| James Madden, Chair | 64 | 2005 |
| CeCelia Morken | 68 | 2016 |
| Brian Stevens | 62 | 2020 |
| Thimaya Subaiya | 48 | 2025 |
| Mark Verdi | 59 | 2012 |
| Audit Committee | Compensation Committee | Nominating & Governance Committee | C | Chair |
Skills matrix
| Skill | Number of director nominees with skill (out of ten) |
| Senior leadership experience | |
| Public company board experience | |
| Finance, accounting and risk management | |
| Innovation and technology | |
| Investment expertise |
| 2 | 2026 Proxy Statement |
| PROXY STATEMENT
2025 Compensation Highlights
2025 Pay Mix
Our 2025 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.
| • | 91% of our CEO’s target direct compensation and 82% of our other NEOs’ target direct compensation was at-risk based on the achievement of company or individual objectives (annual bonus and performance share units (“PSUs”)) or share price performance (PSUs and restricted share units (“RSUs”)) or both. |
|---|
| • | 78% of our CEO’s target direct compensation and approximately 64% of our other NEOs’ target direct compensation was in the form of long-term incentives. |
|---|
See “Compensation discussion and analysis” on page 29.
2025 PSUs
Our 2025 PSU metrics focus on revenue growth and profitability over the three-year period from 2025 to 2027, with equally weighted revenue and adjusted diluted earnings per share (“Adjusted EPS”) goals, consistent with 2024, as illustrated in the chart below.
| 3 | 2026 Proxy Statement |
| PROXY STATEMENT
Shareholder Responsiveness
Our 2025 long-term incentive program reflects significant changes first incorporated in 2023 in response to shareholder feedback:
| Pay practice | 2022 and prior years | 2023 onwards |
|---|---|---|
| Length of performance period for annual PSU awards | One year | Three years |
| Time-based equity vehicle | Periodic multi-year options | Annual RSUs with graded vesting |
| Relative performance metric | None | rTSR modifier in PSUs |
See “Shareholder feedback and responsiveness” on page 32.
| 4 | 2026 Proxy Statement |
2025 Corporate
governance highlights
Shareholder engagement
Engaged in shareholder outreach to investors representing more than 60% of our shares outstanding in 2025. (See “Compensation discussion and analysis—Shareholder engagement” on page 32 for more information.)
Board refreshment
In 2025, we added two highly qualified directors who bring valuable skills and expertise to the Board, and one director transitioned off the Board.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.