ExlService Holdings, Inc.

Summary

Below is a summary of select components of this Proxy Statement, including information regarding this year’s stockholder meeting, nominees for our board of directors, summary of our business, performance highlights and selective executive compensation information. This summary does not contain all of the information that you should consider prior to submitting your proxy, and you should review the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”). We refer to the fiscal year ended December 31, 2024 as “fiscal year 2024,” “fiscal 2024,” and “2024.”

Meeting agenda, voting matters and recommendations*

If you are the beneficial owner of shares held in the name of a brokerage, bank, trust or other nominee as a custodian (also referred to as shares held in “street name”), your broker, bank, trustee or nominee will provide you with materials and instructions for voting your shares. See page 128 for additional details.

Our business

We are a global data and artificial intelligence (“AI”) company that offers services and solutions to reinvent client business models, drive better outcomes and unlock growth with speed. EXL harnesses the power of data, AI and deep industry knowledge to transform businesses, including the world’s leading corporations in industries including insurance, healthcare, banking and financial services, media and retail, among others. EXL was founded in 1999 with the core values of innovation, collaboration, excellence, integrity and respect. We are headquartered in New York, and have approximately 59,500 employees as of December 31, 2024, spanning six continents.

Beginning in 2025, we began to implement operational and structural changes to accelerate the execution of our data and AI strategy, capture a greater share of the growing AI market and drive EXL’s long-term growth. The new operating model is comprised of Industry Market Units (“IMUs”) to focus on delivering higher value to clients leveraging our full suite of capabilities; and Strategic Growth Units to focus on rapidly advancing our capabilities specific to various industries and client needs. For further information, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Company’s three-year performance

Effective from the first quarter of 2025, our reporting segments changed, aligned to our new IMUs. The revised presentation is reflected in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC.

Total stockholder return

The graphs below compare our 1-year, 3-year and 5-year cumulative total stockholder return (“TSR”) as of December 31, 2024 with the median TSR for companies comprising Nasdaq, S&P 400 and our peer group.

Corporate governance highlights

The following information is based on our board profile immediately following our Annual Meeting (assuming the election of our seven director nominees) and reflects current board practices.

Nominees for election as directors

Director nominees - skills matrix

Our director nominees review and indicate whether they are experts in each of the skills and areas of experience listed below. An “expert,” for purpose of the skills set forth in this skill matrix, means an individual who, based on career experience (other than as an EXL director), has developed and continues to maintain comprehensive knowledge and command over the subject matter, including relevant updates. Definitions for each of these skills, as well as a description for how these are considered for candidates for directors, can be found under “Director qualifications” beginning on page 25 of this Proxy Statement.

Board statistics*

• Following our Annual Meeting, assuming election of all nominees.

Our purpose and core values

In line with our purpose, values and culture, we pursue sustainability initiatives that are aligned with our long-term corporate strategy and designed to benefit our stockholders, clients, employees, communities and manage expectations and commitments across various stakeholder groups. See “Sustainability” beginning on page 40 below for more details on our recent accomplishments in sustainability.

Compensation Overview

In 2024, we achieved 99.4% of our revenue performance target, and 99.2% of our AOPM target resulting in annual incentive payout calculations for our named executive officers, ranging from 84% of target performance to 117% of target performance.

This was the third and final performance year for the performance-based restricted stock units granted in 2022, which were linked to the Company’s revenue and TSR performance relative to a peer group. We achieved 112.5% of the revenue target for the revenue-linked restricted stock units resulting in 200% of target funding of those grants. The Company’s TSR performance was at the 92nd percentile among its peer group, resulting in the executives earning 200% of the target funding of those grants. In the aggregate, the performance-based restricted stock units granted in 2022 achieved vesting of shares at 200% of target performance.

Compensation mix

• Base salary also includes items included in “All Other Compensation” in the Summary Compensation Table on page 78.